Membership Terms and Conditions
These Membership Terms and Conditions (“Terms”) are entered into by and between you and Civic Hall, LLC, a project of Personal Democracy Media d/b/a Personal Democracy Forum, LLC (“Civic Hall”), and govern your application and membership with Civic Hall. Please read these Terms carefully before submitting an application. Feel free to contact us at email@example.com with any questions regarding these terms.
Acceptance of Terms.
Civic Hall reserves the right to update these Terms at any time. Civic Hall will attempt to contact you to notify you of any updates within 30 days of their enactment using the contact information provided in your application.
Description of Services.
Civic Hall is an open, beautiful 18,500 square foot space in New York City’s Flatiron District. The space is designed for collaboration, with super fast wifi, more than 100 workstations including standing and dedicated developer desks, multiple conference rooms, video conferencing, private call rooms, free printing, a library/lounge and a communal cafe with great free coffee.
Access to the Civic Hall space and services described above (“Services”) will vary according to what membership package you purchase. For a current list of available membership packages and Services, see Civic Hall’s website https://members.civichall.org.
Membership Fees and Payments
Civic Hall accepts online payments via credit card. Civic Hall membership fees (“Fees”) will vary according to the specific membership package you select at the time you submit your application or renew or upgrade your membership. You may review the current Fees for each membership package on Civic Hall’s site here: https://members.civichall.org.
Automatic Renewal, Invoicing and Additional Fees
Membership is automatically renewed at the end of each month (or year if you purchased an annual membership) unless cancelled in accordance with Section 5 below. Should you choose to pay on a monthly basis, you will be automatically invoiced monthly, in advance, based on your membership subscription. Should you choose to pay for your membership annually, you will be automatically involved annually, in advance, based on your subscription. Depending on additional services used, your invoice will include any adjustable charges, such as overage fees for additional conference room usage that may have been incurred during the previous payment period.
Fees, including any overage fees, shall be charged on the first of every month. Should you choose to begin your membership in the middle of the month, you will be charged prorated Fees for your first month, and then charged in full the first of the following month. The Fees applicable to your account may be subject to modification from time to
time pursuant to notice provided by us at least thirty (30) days in advance of the date on which your membership renews (“Renewal Date”). Your continued use of the services following such notice and through the Renewal Date constitutes your agreement to such modified fees. You may at any time cancel your account as set forth in Section 5 if you do not agree to any modified fees. All fees must be paid in U.S. dollars and are non-refundable, except for those prepaid fees that shall be refunded on a prorated basis in accordance with Section 5 below.
Upgrades, Cancellation and Deferral
You may upgrade your current membership at any time. You will be charged the pro-rated difference between your current plan and the upgraded plan.
You may cancel your current membership plan upon 30 days’ notice to Civic Hall by e-mailing us at firstname.lastname@example.org. Please include “Cancellation” in the subject line and provide your name and membership number.
#Part-Time and #Full-Time members who have pre-paid for the year will receive a pro-rated refund of their Fees minus a $500.00 termination fee.
#Basic, #Part-Time, and #Full-Time members may downgrade their membership plan upon 30 days’ notice to Civic Hall at email@example.com.
#Full-Time annual pre-paid members may defer their membership for one-month during their one-year term. Please contact firstname.lastname@example.org to request a deferment.
Your payment of Fees is solely in exchange for a pre-paid usage license for the Services consistent with these Terms and in no respect creates a tenancy between you and Civic Hall.
You represent that you are qualified to seek membership to Civic Hall. Membership qualifications include:
- Confirmation that you are above the age of 21.
- Confirmation that you will provide us with complete and accurate information about yourself on your application, and throughout your membership.
- Confirmation, should you choose to associate yourself with an organization on your application, that you are not falsely representing your involvement with said organization, impersonating any third party, or otherwise submitting any false or misleading information. Furthermore, you confirm in the event that your relationship with the aforementioned organization should end, you will promptly (before to your next pay period) update your profile to reflect such a change.
- Confirmation that you, and only you, will use your membership account information, password, and Civic Hall community center access. Furthermore, you confirm that you will notify us should you suspect your password or Civic Hall access device has been compromised.
- Confirmation that you have all requisite legal power and authority to enter into and abide by the terms and conditions of this Terms of Service and no further authorization or approval is necessary.
No Unlawful or Prohibited Use.
As a condition of your use of the Services, you will not use the Services for any purpose that is unlawful or prohibited by these Terms. You may not use the Services in any manner that could damage, disable, overburden, or impair any Civic Hall server, or the network(s) connected to any Civic Hall 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 Civic Hall 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.
You hereby represent and warrant that you have all requisite legal power and authority to enter into and abide by
these Terms and no further authorization or approval is necessary. You further represent and warrant that your participation or use of the Services will not conflict with or result in any breach of any license, contract, agreement or other instrument or obligation to which you are a party.
Use of services.
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, harass, stalk, threaten or otherwise violate the legal rights (such as rights of privacy and publicity) of others;
- Publish, post, upload, distribute or disseminate any inappropriate, profane, defamatory, obscene, indecent or unlawful topic, name, material or information on or through Civic Hall Services;
- 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;
- 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;
- Use the “Civic Hall” name, trademarks, logos, or likeness without our prior written consent;
- 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 of other guidelines which may be applicable for any particular Service (including the Building Rules for 156 5th Avenue) and which may be posted or made available by Civic Hall from time to time;
- 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; or
- Create a false identity for the purpose of misleading others.
Disclosure of Your Personal Information.
Civic Hall reserves the right to disclose your personal information, without prior notice to you, as required by law or when we believe that disclosure is necessary to comply with a law, regulation, or any legal request (e.g. court order or subpoena) served on Civic Hall. Furthermore, we may share your personal information when we believe it is necessary to address fraud or other illegal or activity prohibited under these Terms perpetrated through the Services, or to prevent imminent bodily harm. However, nothing in these Terms are intended to limit any legal defenses or objections that you may have to a third party’s, including a government’s, request to disclose your information.
Disclaimer of Warranties.
To the maximum extent permitted by applicable law, Civic Hall 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 as to the quality, or arising out of participation in or the use of the services, remains with you.
Exclusion of Incidental, Consequential and Certain Other Damages.
To the maximum extent permitted by applicable law, in no event shall Civic Hall 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 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 Civic Hall, and even if Civic Hall has been advised of the possibility of such damages. Because some states/jurisdictions do not allow the exclusion or limitation of liability, for consequential or incidental damages, the above limitation may not apply to you.
Limitation of Liability and Remedies.
Notwithstanding any damages that you might incur for any reason whatsoever (including, without limitation, all damages referenced above and all direct or general damages), the entire liability of Civic Hall or its subsidiaries (whether or not wholly-owned), affiliates, divisions, and their past, present and future officers, agents, shareholders, members, representatives, employees, successors and assigns under any provision of these Terms and your exclusive remedy for all of the foregoing shall be limited to actual damages incurred by you based on reasonable reliance up to the amounts paid by you in Fees in the previous calendar year. The foregoing limitations, exclusions and disclaimers (including sections 11 and 12 above) shall apply to the maximum extent permitted by applicable law, even if any remedy fails its essential purpose.
Civic Hall reserves the right to terminate any Service at any time. Civic Hall further reserves the right to terminate your participation in and use of any Services, immediately and without notice, if you fail to comply with the Terms. In the event Civic Hall terminates your membership, and you have purchased a pre-paid annual membership, we will refund to you the remaining pro-rated portion of your pre-paid membership fee minus a $500.00 termination fee.
You release, and hereby agree to indemnify, defend and hold harmless Civic Hall and Civic Hall’s subsidiaries (whether or not wholly-owned), affiliates, 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. You further agree in the event that you bring a claim or lawsuit in violation of this agreement, you shall be liable for any attorneys’ fees and costs incurred by Civic Hall or its respective officers and agents in connection with the defense of such claim or lawsuit.
In the event that any provision or portion of these Terms is determined to be invalid, illegal or unenforceable for any reason, in whole or in part, the remaining provisions of these Terms shall be unaffected thereby and shall remain in full force and effect to the fullest extent permitted by applicable law.
Choice of Law and Arbitration
These Terms will be governed by and interpreted according to the laws of the State of New York, without giving effect to its principles or rules of conflict of laws. Any claim (excluding claims for injunctive or other equitable relief) where the total amount of the award sought by either party is less than $10,000 shall be resolved via binding non-appearance-based arbitration initiated through the American Arbitration Association (“AAA”). The AAA Rules are available online at www.adr.org or by calling the AAA at 1-800-778-7879. In any such arbitration, the parties and AAA must comply with the following rules: (a) the arbitration shall be conducted by telephone, online and/or be solely based on written submissions, where the specific manner shall be chosen by the party initiating the arbitration; (b) the arbitration shall not involve any personal appearance by the parties or witnesses unless otherwise mutually agreed by the parties; (c) the arbitrator may award injunctive or declaratory relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party’s individual claim; and (d) any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction.
Any claim which is not subject to arbitration pursuant to the foregoing paragraph shall be adjudicated exclusively in the courts located in the County of New York and in the federal courts in the Southern District of New York.
Any proceedings to resolve or litigate any dispute subject to arbitration under the preceding section will be conducted solely on an individual basis. Neither you nor we will seek to have any such dispute heard as a class action or in any other proceeding in which either party acts or proposes to act in a representative capacity. No proceeding will be combined with another without the prior written consent of all parties to all affected proceedings.
Insurance, Your Personal Property and Use of Our Services
Civic Hall will carry Liability and Business Personal Property insurance. As a member, it is strongly suggested that you carry your own personal insurance policy to cover your own equipment while using our space. That policy may cover your current residence/office, as well as the premises of Civic Hall.
You acknowledge that you are participating in and/or using the Civic Hall services at your own free will and decision. You acknowledge that Civic Hall does not have any liability with respect to your access, participation in, use of the services, or any loss of information resulting from such participation or use, and carries no responsibility any property you may leave at Civic Hall or in one of Civic Hall’s lockers overnight. Civic Hall does not have liability for the actions of our members. We do not endorse, support or verify the facts, opinions or recommendations of our members. We assume no responsibility for any personal property left at the Civic Hall premise.
I hereby acknowledge that I have read and understand these Terms. I understand that my application and membership with Civic Hall will be governed by these Terms.