GROOVER LABS TERMS OF USE

Updated September 28, 2022

These Co-Working Terms of Use (“Terms”) are long and boring, but it’s important that you read them 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 contact@grooverlabs.org if you have questions relating  to these Terms.

1.   General

a. Acceptance of Terms

Groover Labs, Inc. (“G-Labs”) operates a coworking and makerspace located at 334 N. St. Francis St., Wichita KS, 67202 (“Groover Labs”). Upon your execution of the Groover Labs Membership  Agreement (“Membership Agreement”), and assuming a successful background check (if required by your membership), you will be allowed to use Groover Labs, subject to the following Terms.

Maintaining a safe and productive work environment such as Groover Labs will require adjustment to the Terms from time to time. If G-Labs needs to make changes to these Terms, G-Labs will provide written Notice of such changes in the form of an amendment to these Terms. You have 30 days to review such changes. If you have not informed G-Labs in writing that such changes are not acceptable within the 30 days, you and G-Labs agree to deem that you have found them acceptable, and they will henceforth automatically be incorporated into, and form part of these Terms. If you do not find the changes acceptable you must provide G-Labs Notice of that fact within 30 days of receipt of our Notice. In this instance, you will be deemed to have submitted your Termination Notice.

2.   License

G-Labs hereby grants you, and you hereby accept from G-Labs, a license and privilege to (i) operate a small office (“Small Office Membership”), (ii) operate a large office (“Large Office Membership”), (iii) access a first-come, first-served hotseat (“Hot Seat Membership”), (iv) access a dedicated desk (“Dedicated Desk Membership), (v) access G-Labs’ makerspace (“MakerSpace Membership”) and/or (vi) operate a dedicated MakerSpace studio (“MakerSpace Studio Membership”) (each a “Membership Option”), depending on the Membership Option you have selected, and use the facilities designated by G- Labs at Groover Labs. The license does not convey title to any land or buildings and does not create a possessory interest or tenancy of any kind.

3.   Term

Unless we’ve otherwise agreed in writing, the term of your Membership Agreement (and by extension, your Membership), is one month (the “Term”). Your Membership Agreement automatically extends at the end of this Term for another Term of equal length unless terminated by you or G-Labs. You are agreeing to pay all membership fees, including any fines, up and until the last day of the Term.

4.   Space and Services

G-Labs may provide you with access to office space, workstations, Internet access, office equipment, the MakerSpace, conference space, knowledge, resources, and other services as may be provided from time to time (collectively, “Services”). The Services are at all time subject to these Terms. With our consent, you may add additional office space and services under this Agreement at any time.

 You acknowledge that even in the best managed office environments, systems, services, and security failures will occur. We will make our best efforts to provide quality services and otherwise maintain a quality environment, but you acknowledge that we are not responsible for financial or other losses as a consequence of the receipt of services from G-Labs or lack or insufficiency thereof, regardless of the cause.

You agree that the Services or actions that may be performed by G-Labs under this Agreement may also be performed by affiliates of G-Labs.

 5.   Moving Out

a. General

One of the benefits of our offering is to give Members the flexibility to be able to move elsewhere on short notice if their needs change. G-Labs requires that you provide as much informal notice as  possible of any planned decrease in your use of our Services. Giving us an idea of future plans will not prejudice your access to current Services and may allow us to introduce you to alternative options. As a general matter, G-Labs’ goal is to help individuals develop their individual skills and to help the businesses that call Groover Labs home expand and succeed. To the extent that we can reasonably provide the necessary flexibility to help folks reach these goals, we will.

 b. Required Notice of Member’s Termination

Over and above any informal conversations you may have with us, you agree to provide G-Labs at least 14 days’ advance formal definitive written notice of termination of your Membership Agreement (the “Termination Notice”) as well as any material reduction of your use of space or Services under this agreement. This means 14 days’ Notice is required if you plan to leave, but also if you plan to choose a lower tier Membership Option. Please keep in mind that once you give us formal Notice, G-Labs will release any segregated office or reserved common space to which you may be entitled for reservation by others following the date you told us you will no longer require it, and it may not be possible for you to later reverse your decision.

c. Early Termination

Sometimes Members need to vacate their space in less than 14 days from the time they provide us Notice. If this happens, you will still be responsible for full payment for your fees through the date that is 14 days after Notice is given, regardless of whether we reuse your space for others soon thereafter. If you have agreed to a Term in excess of one month, you are agreeing to pay for those remaining months as well. Please understand, in that case, we gave you a discount.

d. Discretionary Termination

We love you and would hate to see you go, however we reserve the right to terminate your membership and experience at Groover Labs immediately and without notice, if you fail to comply with this Agreement and the terms in the member handbook. If we terminate this Agreement  because of your conduct, we will not refund any fees, and you still must pay us for any other fees you owe for the rest of your Term.

e. Deemed Termination

If G-Labs reasonably believes a Member has abandoned a particular space, has left and does not plan to return to work at Groover Labs, and/or does not plan to continue to pay its fees to G-Labs, we may deem your space to be vacant - if you have a separate office or dedicated desk - and redeploy the space to others' use, and, whether you've been using a separate office/desk or the common work spaces, we may pack up and remove your stuff. If you have not given formal Termination Notice, we will deem that your Termination Notice was given on the date that we make the above determination. We will do our best to inform the Member, if an individual, or the responsible parties at the Member, if an entity, of this action

6.   Payment

a. General

Member will timely pay all fees invoiced to it by, or otherwise due and payable to, G-Labs. All fees payable under this Agreement shall be due and payable in advance in US Dollars to “Groover Labs, Inc.” on a monthly basis on the first day of the month (the "Billing Date"). If the start state falls on a day other than the first of the month, the first month’s membership fee will be prorated based on the start date.. Each monthly invoice bills in advance for the month ahead, and may also include charges from previous months that have not yet been invoiced. Incidental charges payable under your Membership Agreement are included in the next regular monthly invoice after they are determined, and shall be due and payable as part of that invoice. All charges appearing on the monthly invoice shall be considered final and agreed to if not questioned by Notice within 90 days of the invoice date.

b. Payment Methods

The standard method of payment that G-Labs accepts is credit card. An automatic debit  authorization form will be provided to you by G-Labs. For any Member for which automatic debit is impractical, other arrangements can be made at the discretion of G-Labs staff.

7.   Access to Member Space

You acknowledge that G-Labs’ active management of the office space and G-Labs’ provision of a variety of office services, including, where applicable, phones and internet connections, necessitates that G-Labs be able to access your offices and shared working space in the same manner that your own internal office managers and technology support staff would, without advance notice, in order to provide said services, view the condition of the office or shared working spaces, make alterations  and repairs, etc. We will make reasonable efforts to ensure that such visits do not disrupt your operations.

8.   Liability for Damages

You acknowledge liability for any damages to equipment, furnishing, and any other property of G- Labs or other Members caused by Member, its employees, guests, or affiliated parties, excluding damage due to normal wear and tear. Member agrees to pay the cost to repair or replace (at full replacement cost) the damaged property, at the discretion of G-Labs. Such charges shall be treated as incidental charges as specified in Section 6.

9.   Acceptable Use Rules and Regulations

a.  General Compliance

It is understood and agreed that you will comply with any rules and regulations issued by G-Labs from time to time and after the date on which you are made aware of such rules and regulations.

b. No Unlawful Trade or Occupation

You acknowledge that no trade or occupation will be conducted in Groover Labs or use made  thereof which will be unlawful, improper or offensive, or contrary to any law or any municipal by-law or ordinance in force in the location where Groover Labs is located.

c. Desk Use

Groover Labs may occasionally need to relocate you in order to make the best use of our space for all members. We reserve the right to relocate you at any point without any prior notice, though we  will make a good faith effort to work with you and limit disruption to your work. We will not be responsible for any loss of income, relocation expenses, or any other costs directly or indirectly associated with any relocation.

d. No Partnership or Other Business Relationship

Members are welcome to state that they are located at Groover Labs and are a Member of Groover Labs. However, you agree not to describe G-Labs as a business partner (or similar) without permission.

e. Safety

Under no circumstances may you conduct any activity that may be hazardous to other people in the building, including, but not limited to, littering around Groover Labs or creating excessive disorder on or around Groover Labs.

 10.  Confidentiality

a. Confidential Information

You acknowledge and agree that during your participation in and use of the Services you may be exposed to information in whole or in part, that is disclosed by G-Labs, or any Member or user of the Services or any employee, affiliate, or agent thereof, that is nonpublic, confidential, or propriety in nature, and which information also may include, 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 G-Labs, and analyses, compilations, studies, or other documents prepared by G-Labs or otherwise derived in any manner from any of the foregoing information, and other information that you are obligated to keep confidential or know or have reason to know should be treated as confidential ("Confidential Information").

b. Confidentiality Obligations

Your participation in and/or use of the Services obligates you to: (a) Maintain all Confidential Information in strict confidence; (b) not disclose Confidential Information to any third parties; and (c) not use the Confidential Information in any way directly or indirectly detrimental to G-Labs, or any participant or user of the Services.

c. Proprietary Data & IP Ownership

All Confidential Information remains the sole and exclusive property of G-Labs or the respective disclosing party. You acknowledge and agree that nothing in your Membership Agreement or your participation or use of the Services will be construed as granting any right to you, by license or otherwise, in or to any Confidential Information or any patent, copyright, or other intellectual property or proprietary rights of G-Labs, or any participant or user of the Services.

11.   No Unlawful or Prohibited Use of Services

a. General

As a condition of your use of the Services, you will not use the Services for any purpose that is unlawful or prohibited by this Agreement. You may not use the Services in any manner that could damage, disable, overburden, or impair any Groover Labs server, or the network(s) connected to any Groover Labs server, or interfere with any other party's use and enjoyment of any Services.  You  may not attempt to gain unauthorized access to any Services, or accounts, computer systems, or networks connected to any Groover Labs 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.

b. Improper Use of Services

You agree that when participating in or using the Services, you will not: Use the Services in connection with contests, pyramid schemes, chain letters, junk email, spamming, or any duplicative or unsolicited message (commercial or otherwise); defame, abuse, 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 Groover Labs’ server; 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 the 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 upon copyright, trademark, patent, trade secret, or other proprietary right of any party; upload files that contain viruses, Trojan Horses, worms, time bombs, cancelbots, corrupted files, or any other similar software or programs that may damage the operation of another's computer or property of another; download any file(s) that you know, or reasonably should know, cannot be legally reproduced, displayed, performed, and/or distributed in such manner; restrict or inhibit any other user from using and enjoying the Services; violate any code of conduct or other guidelines which may be applicable for any particular Service; harvest or otherwise collect information about others, including email addresses, without the authorization or consent of the disclosing party; violate any applicable laws or regulations; and create a false identity for the purpose of misleading others.

c. Disclosure

G-Labs reserves the right at all times to disclose any information about you and/or your participation in and use of the Services as G-Labs deems necessary to satisfy any applicable law, regulation, legal process or governmental request, or to edit, refuse to post or remove any information or materials, in whole or in part, in G-Labs’ discretion.

12.  Addressing Conflict & Inappropriate Behavior

Member understands that from time to time conflicts can occur between individuals in any shared environment such as Groover Labs, and that employees and other guests of Members can be accused of inappropriate behavior in ways that require a response from G-Labs in order for G-Labs to ensure a safe and supportive working environment for all. Such situations may or may not be contrary to law, and they may or may not be readily provable. If such a situation occurs, Member agrees that G-Labs may use its best judgment with regard to how to resolve or eliminate the issue, with the goal of rapidly and cost effectively ensuring an outcome that is acceptable to G-Labs and the community at large. Depending on the nature and severity of the allegation G-Labs receives, the information G-Labs has, the extent of readily available proof of such information or allegations, and how likely G-Labs believes the situation is to reoccur, G-Labs may elect to privately and confidentially seek to resolve the issue directly with Member's employee or guest (without notifying Member' s management) or may elect to directly involve Member's management. In the event that Member’s management is not notified, the intent is generally to protect the privacy of the accused individual where G-Labs believes the situation calls for  this,  in  G-Labs’ judgment, and can be resolved amicably and permanently. In many cases it is possible to achieve resolutions without requiring an investigation. Such resolutions can include the accused party simply acknowledging that they have "heard" the concern and agreeing to take care in the future that such concerns do not arise again. If circumstances make an extensive investigation unavoidable, or such is required by a court or law enforcement, Member will be responsible for the cost of investigation of matters relating to its employee's or guest's alleged inappropriate behavior. If in G-Labs’ judgment  the presence of an individual would represent an ongoing hindrance to G-Labs’ ability to ensure a safe and supportive environment, G-Labs will let the Member know that Member will no longer grant access to Groover Labs for that individual. Member has a duty to G-Labs and the community at  large to take care in the selection of its employees and choice of guests and to notify G-Labs of any situations or circumstances that it considers dangerous or which it believes could pose a threat to  the safety or security of Groover Labs or individuals at Groover Labs. Member acknowledges that it  is responsible for the action of individuals it permits to enter Groover Labs. Member agrees that G- Labs is not responsible for the economic consequences to Member or the accused individual as a result of actions taken by G-Labs in good faith to protect the community and that any losses related to Member parties that G-Labs sustains are Member' s responsibility under Section 14.

 13.  Fire & Fire Insurance

Member will not permit any use of fire at, in, or around Groover Labs (candles, matches, etc.) for any reason. Member will further not permit any use of the MakerSpace or Groover Labs’ event center (“Event Center”) or an office, shared working space, conference room, or classroom, which will make voidable any insurance on the property of which the MakerSpace or Event Center or said office, shared working space, conference room, or classroom is a part, or on the contents of said property  or which shall be contrary to any applicable law or regulation as such may be imposed over time.

14.  Indemnification & Limitation of Liability

To the greatest extent permitted by law, except for harm caused by gross negligence or willful misconduct of G-Labs, Member hereby indemnifies and holds harmless G-Labs and its respective officers, employees, agents, contractors, landlord, related parties (including G-Labs’ corporate members), and other Members from any claims, liabilities, losses, or damages incurred by Member, its employees, its assigns, its agents, its guests, its affiliated parties, or any of them (including all costs and expenses of defense of any action or proceeding) arising out of, directly or indirectly, any claim against, incident to or any injury to or death of the Member, its employees, its assigns, its agents, its guests, its affiliated parties, or any of them, or any damage to or loss of property of such persons or entities. If any court should find any person or entity indemnified hereunder liable for any loss or damage of any kind for any reason related to Member, or Member's employees, assigns, agents, guests, and affiliated parties, Member agrees that, to the greatest extent permitted by law, the limit of such individual's or entity's liability shall be the amount that Member has paid G-Labs under Member’s Membership Agreement

15.  Disclaimer of Warranties

G-Labs provides the Services “as is” as a service and not as a lease of real property, and disclaims all warranties and conditions, whether express, implied, or statutory, including, but not limited to, merchantability and fitness for a particular purpose or use, to the extent permitted by law. There is  no warranty of title, quiet enjoyment, or possession. The entire risk of participating in or using the Services remains with you.

16.  Exclusion of Incidental, Consequential, & Certain Other Damages

To the maximum extent permitted by applicable law, in no event will G-Labs or its subsidiaries (whether or not wholly-owned), affiliates, divisions, and their past, present and future  officers, agents, shareholders, members, representatives, employees, successors and assigns, jointly 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 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 the Services, the provision of or failure to provide Services, or otherwise under or in connection with any provision of your Membership Agreement, even in the event of the fault, tort (including negligence), strict liability, breach of contract or breach of warranty of G-Labs, and even if G-Labs has been advised of the possibility of such damages.

 17.  Maintenance

Member agrees to maintain the MakerSpace, Event Center, and any office, shared working space, conference room, or classroom utilized by said Member in good condition, damage by normal wear and tear, fire, and other casualty only excepted, and acknowledges that Member’s office, to the extent applicable, and the MakerSpace, Event Center, shared working spaces, conference rooms, and classrooms are now in good order.  Member will not permit offices or common working spaces  to be overloaded, damaged, stripped, or defaced.

18.  Assignment & Rights and Notifications Concerning Guests

a. Assignment by Member

Member will not assign their Member Agreement without G-Labs’ prior written consent. Notwithstanding such consent, Member shall remain liable to G-Labs for the payment of all charges and for the full performance of the covenants and conditions of their Membership Agreement. Also, notwithstanding such consent, to the extent that a court order, secured credit contract, sale,  invitation by the Member, to the extent Member is a Small Office Member or Large Office Member, for other parties to use Member's office as their offices with or without informing G-Labs, or other process, introduces new parties which become owners or responsible parties for Member and/or property stored at Groover Labs, Member agrees that such parties are bound to Member’s Membership Agreement, will take such steps as necessary to perfect this, and will notify G-Labs of the names and contact information for the same parties. These parties shall in all cases be deemed to be signatories to Member’s Membership Agreement by virtue of having taken an interest in property located in Groover Labs or by virtue of having commenced to use the Services in their own right.

b. Assignment by G-Labs

G-Labs may assign Member’s Membership Agreement to a successor in its discretion.

c. Restrictions on Third-Party Use

Member’s Membership Agreement entitles Member to receive the Services. Member will not cause or permit any other persons or entities present at Groover Labs by Member's invitation or consent, whether affiliated with Member or otherwise, to operate an office or conduct a separate business out of Groover Labs unless the guests have entered into an agreement with G-Labs to do so. G-Labs  will have sole discretion as to whether others may be added as additional parties to Member’s Membership Agreement. In the event Member allows any guest to operate an office or conduct a business out of Groover Labs without G-Labs’ permission or modification of Member’s Membership Agreement, Member hereby agrees on behalf of itself and its insurers that it will defend and indemnify G-Labs with respect to the guest to the same extent required under this Agreement with respect to Member. To avoid any potential confusion concerning whether certain entities are guests, Member will provide G-Labs with documentation concerning any of its corporate/entity name changes within thirty (30) days of filing.

19.  Subordination 

a. General

Member’s Membership Agreement will be subject and subordinate to any and all leases, mortgages, deeds, and other instruments in the nature of a lease, mortgage or deed, existing now or at any time hereafter. Member will, as requested by G-Labs, promptly execute and deliver such written instruments as shall be necessary to show the subordination of Member’s Membership Agreement to said lease, mortgage, deed or other such instruments in the nature of a lease, mortgage or deed.

b. Restrictions on Use by Virtue of Act of God

If the building in which Groover Labs is located is destroyed by fire or other cause such that the owner of the building determines not to rebuild the same or exercises any right it may have to terminate G-Labs’ lease, Member’s Membership Agreement will expire at such time as G-Labs’ interest in the building is terminated and Member thereupon will, if applicable, surrender its office to G-Labs and will pay all charges through the time of such termination. In the event that such owner shall decide to restore or rebuild the building, and G-Labs’ interest in the building under their lease is not terminated, Member’s Membership Agreement will remain in full force and effect; however, the charges payable hereunder will be abated in proportion to the time in which Member has been deprived use of the MakerSpace, its office(s), its shared working space(s), the conference rooms, and/or the classrooms, as applicable. ln no event will G-Labs be liable to Member for any loss or damage occasioned by such fire or other cause

c. Restrictions on Use by Virtue of Condemnation or Eminent Domain

If the whole or substantially the whole of the building in which Groover Labs is located is condemned or taken in any manner for any public or quasi-public use or purpose, Member’s Membership Agreement shall cease and terminate as of the date of the taking of possession for such use or purpose. If less than the whole or substantially the whole of such building shall be so condemned or taken, whether or not Member's office, if applicable, is affected, then G-Labs may, at its option, terminate Member’s Membership Agreement as of the date of the taking of possession for such use or purpose by Notice to Member. Upon any such taking or condemnation and this Agreement continuing in force, the fees payable by the Member hereunder shall be abated in proportion to the time in which Member has been deprived use of the MakerSpace, its office(s), its shared working space(s), the conference rooms, and/or the classrooms, as applicable. Member will have no claim arising from any such taking and, without limitation, no claim against any proceeds paid on account of such taking

20.  Termination

In addition to the other termination rights provided to G-Labs pursuant to the terms of Member’s Membership Agreement, G-Labs may terminate Member’s Membership Agreement, including but not limited to the Member's access to Groover Labs, immediately at any time after the following: (a) Upon ten calendar days' following Notice of delinquency Member fails to pay any charge or other sum due under Member’s Membership Agreement; (b) Member defaults in the observance or performance of any other of the Member's covenants, agreements , or obligations hereunder and such default remains uncured after ten calendar days' following Notice of the same; (c) Member is declared bankrupt or insolvent according to law, or, if any assignment shall be made of Member’s property for the benefit of creditors; or (d) Member makes a material misrepresentation to G-Labs.

21.   Notice

Notice ("Notice") is defined as  any  notice that is delivered in writing, either by hand, by  e-mail, or  by physical mail to the Member, if an individual, or to one or more responsible parties at the Member, if an entity, provided that there is a reasonable record kept thereof as relating to both the date of the communication and as to the content thereof. Such a reasonable record can include printed or electronic copies of said communications. Any Notice under Member’s Membership Agreement that is sent by mail shall be deemed received, if properly addressed, three business days after any such Notice is deposited in the United States mail certified, postage-prepaid, return-receipt requested. If Member fails to provide an address to G-Labs, or if the address provided by Member to G-Labs is given as being within Groover Labs, then Notice shall be deemed received if delivered by hand to  the designated mail folder location. Any Notice under Member’s Membership Agreement that is sent by e-mail shall be deemed received, if delivered to the address provided by Member to G-Labs or another address reasonably believed by G-Labs as being that of the Member, if an individual, or a responsible party at the Member, if an entity, three business days after any such Notice is sent, provided that no automatic response has been received from the recipient' s e-mail system indicating non-receipt of the email message or unavailability of the recipient. No oral communication shall be deemed a Notice under Member’s Membership Agreement.

22.  Surrender

Member will, prior to the expiration or other termination of Member’s Membership  Agreement, remove all of Member' s goods and effects from Groover Labs. Member will deliver to G-Labs all keys and access cards to Groover Labs. In the unlikely event that improvements, fixtures, or both have been permanently affixed to Groover Labs by Member, such improvements and fixtures will become property of G-Labs and may not be removed upon departure without express permission. In the event that any property remains in Groover Labs after termination for any reason, it may be deemed, in G-Labs’ sole discretion, that it was Member' s intent that such property become the property of G- Labs, to use, sell, or dispose of as it sees fit.

 23. Non-Solicitation of Employees

Member hereby acknowledges that employees of G-Labs have been carefully selected and/or received training from G-Labs and agrees not to employ or solicit for employment any employee of G-Labs for a period of 12 months following termination of Member’s Membership Agreement and further agrees that in any case if such employee is hired, Member will pay G-Labs the sum equal to the employee’s annual salary previously paid to employee by G-Labs as liquidated damages.

24.  Choice of Law 

Member’s Membership Agreement will be construed in accordance with, and governed in all  respects by, the laws of the State of Kansas, without regard to conflicts of law principles.

25.  Severability

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

26.  Disputes and Arbitration Agreement

G-Labs and Member mutually agree that any controversy or claim arising out of or relating to any aspect of Member’s relationship with G-Labs, or its respective officers, employees, agents, landlord, or other Members, whether directly related to Member’s Membership Agreement or not, and whether arising before or after the date of Member’s Membership Agreement, which could have been brought in a court of law (“Covered Disputes”), shall be settled by arbitration administered by the American Arbitration Association (“AAA”), and judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction thereof.Covered Disputes include all claims, rights, demands, losses, and causes of action rising: in contract, whether express or implied; or in tort; or under any common law theories; or under any covenants of good faith and fair dealing; or under any G-Labs policy; or under any federal, state, or municipal statute, executive order, regulation or ordinance. This arbitration agreement will not prohibit actions solely seeking injunctive relief necessary to protect either party' s rights.  With the exception of actions set forth above, arbitration shall be the exclusive means through which G-Labs and Member may seek relief in connection with any Covered Disputes. G- Labs and Member expressly waive their right to a trial by judge or by jury of any Covered Dispute, as well as their right to appeal the decision rendered by the arbitrator except on the grounds that the decision was procured by corruption, fraud or other undue influence or on the grounds specifically  set forth in a statute applicable to vacating an arbitration award under this arbitration agreement. Member agrees that if Member wishes to assert a claim against G-Labs, Member must present to G- Labs a written request for arbitration within six months of the date on which Member knows or should have known of the Covered Dispute against G-Labs. Likewise, G-Labs must present a written request for arbitration to Member against whom it wishes to assert a claim within the same time frame. Failure by either the Member or G-Labs to present such a request within this time shall constitute a waiver of the right to recover relief in any forum in connection with the Covered Dispute. Unless otherwise agreed to by Member and G-Labs, the arbitration shall take place in AAA's office closest to G-Labs’ headquarters. G-Labs and Member shall select a single arbitrator. The party bringing the dispute to arbitration shall cover all costs of the arbitration until such time as the arbiter may choose to allocate costs differently. G-Labs and Member are entitled to discovery sufficient to adequately arbitrate their Covered Disputes, including, but not limited to, access to essential documents and witnesses, as determined by the arbitrator. The arbitrator shall apply the law designated in these Terms. The arbitrator shall have the discretion to award monetary and other damages, or to award no damages, and to fashion any other relief that would otherwise be available in court. The arbitrator will issue a written arbitration decision that reveals the essential findings and conclusions on which the award is based. This arbitration provision shall survive the termination of Member’s Membership Agreement.

 27. Usage

The terms “you” and “your” refer to Member/Licensee, and the terms “G-Labs”, “we”, and “our” refer to Groover Labs, Inc.

28.  Image Capture

G-Labs policy prohibits anyone from capturing images showing people or client property within private, lockable work areas without advance permission. G-Labs policy also requires anyone capturing images in common areas (including common work areas such as shared working spaces and dedicated space in open areas) that include close-up images of individuals or their property to obtain advance permission. Member hereby provides permission for their image and any signage to appear incidentally in general, pan-type (non-closeup) images captured within common and shared areas. Continuous or automatic image-capture devices (e.g. Google Glass and similar devices) must be set to not-capturing mode while within Groover Labs given that close-up shots of individuals cannot be avoided.

29.  Representations

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 your Membership Agreement 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 obligations to which you are a party.

30.  Nature of Agreements

G-Labs and Member agree that any oral discussion regarding modifying Member’s Membership Agreement will be deemed by both parties to be exploratory in nature and will be binding on the parties only when reduced to writing and acknowledged in writing by both parties as agreed. This will be the  case even if one or both parties begin to operate on the basis of an oral discussion as though such discussion represented a definitive agreement. “In writing” will include agreements reached and acknowledged by email, wherein stored electronic copies of emails can be considered adequate evidence of said agreement. Failure of either party to enforce any provision of Member’s Membership Agreement will not constitute a waiver of that term of Member’s Membership Agreement, and such provision may be enforced later, at any time, without prejudice.

31.  Insurance 

G-Labs will carry general liability insurance. As a user, 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 relevant premises of Groover Labs.