WORK NIMBLY CONTRACT

Acceptance of Terms

The services that GHOLSON & ASSOCIATES, LLC (“Work Nimbly”) provides Member, the undersigned (including but not limited to use of office space at 201 Penniman Rd or 5252 Olde Towne Road, Williamsburg, VA, access to Internet, etc.), are subject to the following Use Agreement (“Agreement”). Work Nimbly reserves the right to modify and/or update the Agreement at any time without notice to you.

Work Nimbly Responsibilities

Work Nimbly may provide Member with a location to be used as a workspace. Other services provided by Work Nimbly include access to a desk space and chair, wireless internet, printer access, refreshment and bathroom facilities, and other services Work Nimbly may provide from time to time. Fees for access to and use of the workplace location and other services (collectively, “Services”) shall also include standard building utilities (e.g., electricity, water), to be maintained by Work Nimbly.

Member Responsibilities

Member shall abide by all terms and conditions set forth in this Agreement, all Work Nimbly rules and guidelines, and to any and all applicable state and federal laws and regulations related to your enjoyment of Work Nimbly’s Services. Member hereby represents and warrants that Member has all requisite legal power and authority to enter into and abide by the terms and conditions of this Agreement and no further authorization or approval is necessary. Member further represents and warrants that Member’s participation or use of the Services will not conflict with or result in breach of any license, contract, agreement, or other instrument or obligation to which Member is a party.

Terms & Conditions of Use

1. A) General
2. Member must comply with the terms of this Agreement at all times.
3. Work Nimbly reserves the right to revise, modify, or amend the terms of this Agreement at any time. Work Nimbly will make reasonable efforts to notify Member within thirty (30) days of any change(s) to this Agreement.
4. Member’s access to Services may be revoked at any time for failure to abide by this Agreement.
5. Member shall be responsible for making timely payments in accordance with the terms set forth in this Agreement.
6. Member shall adhere to all Work Nimbly rules and guidelines for use of Services, including but not limited to:
7. Maintain a quiet and respectful work environment
8. Keep workspace free of nuisances, i.e. cause odors or may attract pests
9. Refrain from bringing weapons and any dangerous or illegal items to workspace location
10. Member agrees to notify Work Nimbly of any changes to Member’s Contact Information in a timely manner. In all cases, such notification must be received by Work Nimbly prior to Member’s renewal of a Monthly Access Pass or request for a Day Pass.
11. All visitors, guests, and invitees of Member are required to adhere to Work Nimbly rules and guidelines. Member agrees to indemnify and hold Work Nimbly harmless for any actions of or by Member’s visitors, guests, and invitees to the workplace.
12. The purposes of conference room use are at the discretion of the Work Nimbly partners, with the understanding that its use falls under the other guidelines described in this contract. Access to the conference room and guidelines for booking, use and frequency are explained in an addendum.
13. B) No Unlawful or Prohibited Use

Member shall not use the Services for any purpose that is unlawful or prohibited by this Agreement,

including but not limited to:

 

1. Attempting to gain unauthorized access to any Work Nimbly Services, accounts, computer systems, or networks through hacking, password mining, or any other means;
2. Obtaining or attempting to obtain any materials or information through any means not intentionally made available by Work Nimbly.
3. Acting or failing to act in any manner that could damage, disable, overburden, or impair any Work Nimbly server(s) or network(s);
4. Acting or failing to act in any manner that could interfere with any other party’s use and enjoyment of any Services, including, but not limited to, smoking, illicit drug use, or noticeably disruptive behavior.
5. C) Use of Services

You agree that when using Work Nimbly’s 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 Work Nimbly;
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 or other guidelines which may be applicable;
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;
12. Create a false identity for the purpose of misleading others; and
13. Obstruct any entranceway, create any circumstances of disrepair or damage any Work Nimbly property or Premises;
14. Bring any pets onto the Work Nimbly Premises, unless you have a specific and recognized need for assistance; and
15. Otherwise violate the Enrollment Form or this Use Agreement.
16. D) Disclosure

Work Nimbly reserves the right at all times to disclose any information about you and your participation in and use of Services as Work Nimbly 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, at Work Nimbly’s sole discretion.

1. E) Confidentiality
2. Member acknowledges and agrees that, during participation in and use of the Services, Member may be exposed to Confidential Information. “Confidential Information” shall mean all information, in whole or in part, that is disclosed by Work Nimbly, 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,

 

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information about business, sales, operations, work product, 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 Work Nimbly, any analyses, compilations, studies, or other documents prepared by Work Nimbly or otherwise derived in any manner from Confidential Information, and any information that Member is obligated to keep confidential or know or have reason to know should be treated as confidential.

2. Participation in and/or use of the Services obligates Member to: maintain all Confidential Information in strict confidence; not disclose Confidential Information to any third parties; and not use the Confidential Information in any way, directly or indirectly, detrimental to Work Nimbly or any participant or user of the Services.
3. All Confidential Information remains the sole and exclusive property of Work Nimbly or the respective disclosing party. Member acknowledges and agrees that nothing in this Agreement or Member’s participation or use of the Services will be construed as granting any rights to Member, by license or otherwise, in or to any Confidential Information or any patent, copyright, or other intellectual property or proprietary rights of Work Nimbly or any participant or user of the Services.
4. F) Disclaimer of Warranties

To the maximum extent permitted by applicable law, Work Nimbly 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, 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 arising out of participation in or the use of the Services remains with you.

1. G) Exclusion of Damages

To the maximum extent permitted by applicable law, in no event shall Work Nimbly or any Gholson & Associates, LLC members, affiliates, divisions, or past, present, and future officers, agents, shareholders, members, representatives, employees, successors and assigns, jointly or individually be liable for any loss or 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; property loss or damage; 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 of Services, the participation in or inability to participate in 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, and even if Work Nimbly has been advise of the possibility of such damages.

Voluntary Participation & Limitation of Liability

Member provides consent to participation in Work Nimbly’s Services in accordance with this Agreement and with full knowledge, understanding, and acceptance of any and all risks associated with or arising out of Member’s participation. Member acknowledges that Work Nimbly does not have any liability with respect to Member’s access, participation in, or use of Services or with respect to any loss of any kind arising out of such participation or use. Member hereby releases and discharges Work Nimbly and all Gholson & Associates, LLC members, affiliates, divisions, or past, present, and future officers, agents, shareholders, members, representatives, employees, successors and assigns, jointly or individually of and from any and all liability, claims, causes of action, damages, or demands of any kind whatsoever, in law or in equity, known or unknown, foreseen or unforeseen, including but not limited to claims for negligence, damage to personal property, personal injury, or loss arising out of or in connection with Member’s participation in Work Nimbly’s Services.

1. H) Indemnification

Member releases, and hereby agree to indemnify, defend, and save harmless Work Nimbly and all Gholson

& Associates, LLC members, affiliates, divisions, or past, present, and future officers, agents, shareholders,

 

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members, representatives, employees, successors and assigns, jointly or individually from and against all claims, liabilities, losses, damages, costs, expenses, judgments, fines and penalties based upon or arising out of Member’s negligent actions, errors and omissions, willful misconduct, and fraud arising out of participation in or use of Work Nimbly’s Services. Member further agrees that in the event Member brings a claim or cause of action of any kind in violation of this Agreement, Member shall be liable for any and all attorneys’ fees and costs incurred by Work Nimbly and any Gholson & Associates, LLC members, or others listed above, in connection with the defense of such cause of action.

1. I) Insurance

It is strongly suggested that Member carry an insurance policy to cover Member’s equipment and other

property while using the Work Nimbly workspace.

Work Nimbly is not responsible for personal property left on the premises.

1. J) Term and Termination
2. Day Pass Term. The Day Pass authorizes Member to access Services during posted working hours on the day for which the Pass is designated and will automatically terminate upon close of business. A free First Day Pass is granted at the discretion of the management, on a one-time basis, not to renew for the length of the operation by Work Nimbly.
3. Basic Membership Term. The Monthly Daytime Membership access permits Member to access Services Mondays through Fridays during working hours. The Monthly Daytime Membership shall automatically renew for an additional monthly term unless terminated by Member and/or Work Nimbly. Work Nimbly’s granting of a Monthly Daytime Membership does not guarantee any longer term or future renewals. Returned checks or automatic withdrawal (ACH) will be charged a $30.00 fee.
4. Keyed Membership / 24/4 Access Term. The Keyed Membership permits Member to access Services 24 hours a day, 7 days a week. The Keyed Membership shall automatically renew for an additional monthly term unless terminated by Member and/or Work Nimbly. Work Nimbly’s granting of a Keyed Membership renewal policy, and/or any past renewals of a Member’s Monthly Access Pass does not guarantee any longer term or future renewals. Returned checks or automatic withdrawal (ACH) will be charged a $30.00 fee.
5. Mailbox Membership Term. The Mailbox Membership permits member to access their mailbox Monday through Friday during working hours, and two free hour of room rental a month. The Member agrees to pick up mail and packages in a timely manner. Mailbox Membership shall automatically renew for an additional monthly term unless terminated by Member and/or Work Nimbly. Work Nimbly’s granting of a Keyed Membership renewal policy, and/or any past renewals of a Member’s Monthly Access Pass does not guarantee any longer term or future renewals. Returned checks or automatic withdrawal (ACH) will be charged a $30.00 fee.
6. Private Office Membership Term. The Private Office Membership permits Member to access Services and their office 24 hours a day, 7 days a week. The Private Office Membership requires a $250 security deposit and shall automatically renew for an additional six-month term unless terminated by Member and/or Work Nimbly. Member agrees to maintain and clean their office and all Work Nimbly property they use. Member will furnish and decorate the office themselves but will make no permanent changes without approval from the owners. Any changes they make must be undone at the end of their membership. Each Member will be granted a suite letter or number and 24/7 access to the conference, classroom, and flex spaces. Members are responsible for the actions of their guests and will not leave them unattended. Member businesses may have associates or employees use the office during regular office hours (M-F 8:00a-5:30p) as long as it doesn’t violate city code. If Members choose to have them work in one of the common spaces, you must purchase a pass for them at $25.00 a day. Work Nimbly’s granting of a Private Office Membership renewal policy, and/or any past renewals of a Member’s

 

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Monthly Access Pass does not guarantee any longer term or future renewals. Returned checks or automatic withdrawal (ACH) will be charged a $30 fee.

6. Members may not charge associates, clients, or employees to use any of the Work Nimbly spaces as workspace. The exception is booked workshops.
7. Termination by Member.
8. Monthly Daytime Membership and Keyed Membership– Member shall provide fifteen (15) days written notice of intent not to renew the Membership for an additional term. Such notice shall be effective upon receipt by Work Nimbly. Failure to provide Notice of intent not to renew in accordance with the terms herein may result in Member liability for an additional monthly term.
9. Day Pass – Member shall provide as much advance notice as possible of intent to cancel a Day Pass reservation. Refunds for cancelled reservations are at the sole discretion of Work Nimbly and shall be determined on a case-by-case basis with consideration of relevant attendant circumstance. Day Pass fees for reservations canceled within one (1) business day of reserved access date will not be refunded.

Termination by Work Nimbly. Work Nimbly reserves the right to refuse to renew Member’s Monthly Access Pass or to terminate Member’s monthly or Day Pass access at any time and without notice in the event of a breach of this Agreement that is intentional or disruptive to other members and/or Services. In all other circumstances, including non-payment, Work Nimbly will make reasonable efforts to provide Member thirty (30) days’ notice of non-renewal or termination of Member’s access privileges. Notification will be attempted through the address and/or phone number Member provides on the Payment, Fees, & Member Contact Information Attachment, of which it is the sole responsibility of Member to ensure accuracy.

Refunds. Refunds for any unused portion of a Monthly Access Pass are at the sole discretion of Work Nimbly and shall be determined on a case-by-case basis with consideration of relevant attendant circumstance.

1. Conference/Class and Flex Room Term: Having an active monthly membership with Work Nimbly entitles you to reasonable conference room use. We open the calendar the month prior for booking client meetings, conference calls and organization meetings. Remember: The conference room is not for use as your personal office or your main place of business if you provide services to clients. For all users, the same contract rules apply: nothing noisy, smelly, creepy or illegal. Rooms can be booked at $25 an hour plus tax.
2. Before / After Hours Rental Terms: Any time before or after 9 a.m. to 5 p.m. Monday - Friday
3. Rental cost is $25 per hour plus tax for the Conference, Class, and Flex Room spaces. Rental time includes any setup and take down. Please make sure to consider your setup and break down needs in your estimated rental time. We take half the estimated cost up front to reserve it on the calendar and it’s non-refundable. Renters must clean up after themselves and return the space to its original state (i.e., move the tables and chairs back to their spots, etc.) We limit bookings and we are not currently booking Sunday events. Renters will bring their own food and drinks (but can help themselves to water cooler and coffee machine.) After hours rentals must have a Nimbly Host on-site the entire time and will be subject to availability

Miscellaneous

1. Severability. Whenever possible, each provision of this Agreement shall be interpreted in such a manner as to be effective under applicable law. In the event that any provision or portion of this Agreement is determined to be invalid, illegal, or unenforceable for any reason, in whole or in part, the remaining provisions of this Agreement shall be unaffected thereby and shall remain in full force and effect to the fullest extent permitted by law.
2. Waiver. The failure of Work Nimbly to exercise any right or remedy available under this Agreement upon Member’s breach of this Agreement, or the failure of Work Nimbly to demand the prompt performance of any obligation under this Agreement, shall not be deemed a waiver of such right or remedy, or of the requirement of punctual performance, or of any subsequent breach or default on the part of the other party.

 

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3. Choice of Law. This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Virginia, without regard to conflict of law principles. Any and all claims relating to or arising out of this Agreement, or the breach thereof, or Member’s participation in Work Nimbly’s Services, whether sounding in law or in equity, shall likewise be governed by the laws of Virginia, without regard to conflict of law principles.
4. Venue. The sole and exclusive venue for any lawsuit arising out of or relating to this agreement shall be the appropriate court for Williamsburg, Virginia.
5. Costs & Attorneys’ Fees. In any action arising out of this Agreement or Services provided in relation to this Agreement, whether in law or in equity or by arbitration or other proceeding and whether such action sounds in contract, tort, or by statute, the prevailing party shall be entitled to reasonable costs, attorneys’ fees, and other related expenses. If Member becomes delinquent in payment for Services, Work Nimbly reserves the right to refer Member to a collection agency, and Member shall be required to pay any all reasonable costs associated with collection, including interest at a rate of one and one-half percent (1.5%) per month.
6. Transferability. Transfer or assignment of Services must be requested in writing and will not be valid unless Member receives written approval by Work Nimbly.

 I hereby acknowledge that I have read and understand all of the terms and conditions of this Agreement.  I knowingly and willingly agree to such terms and conditions and to be bound by this Agreement.