Terms & Conditions for Circuit Launch

Circuit Launch Community Code

 

We are the Center for Hardware Development, and home to an intelligent, caring, and sharing community.

 

This Community Code applies to applies to all users of Circuit Launch facilities, services, digital platforms and sponsored events unless otherwise specified in writing.

 

  1. Circuit Launch is, first and foremost, a place to work. While we want our community to be: a) open, fun, and collaborative, we also want it to be: b) professional. You are responsible for properly balancing a) and b).
  2. We absolutely encourage you to make connections, collaborate, share ideas, provide advice, and generally make cool stuff happen. We encourage Members to buy/sell goods and services from each other (except where prohibited under the Terms of Use). But, do not  spend your days directly soliciting other members. It’s just annoying and may result in cancellation of your membership.
  3. To be at Circuit Launch, you must be a Member, a Member’s guest, or an authorized attendee at a Circuit Launch approved event. Members are absolutely responsible for the conduct and supervision of their guests, and guests will be held to all member conduct standards. Members are encouraged to invite guests for lunch, a quick meeting, or just to say hello. However, if your guest is going to be here for more than a couple hours, they need to use one of your allotted guest passes. You should be with your guests when you are here, and your guests shouldn’t be here when you are not.
  4. Every Guest MUST sign a Liability Release and be signed in by a Member or staff.
  5. Use your indoor voice. We are all trying to get work done, so be mindful and respectful of others’ attention and time. If someone has their headphones on, don’t bother them.  Please respect other members’ privacy (that’s the most important rule we have). For sure, Circuit Launch is not a library, and collaboration is encouraged, but this is a workplace, first and foremost.
  6. We do not tolerate intoxication at Circuit Launch. If you appear intoxicated, any staff or Member has the right to ask you to leave. Repeated problems with any kind of intoxication is grounds for losing your membership.
  7. Keep the shared labs and workspaces clean and organized. PUT YOUR TOOLS AWAY where they belong after using them. Nothing is more frustrating and ruins productivity than spending time looking for a tool that wasn’t put away. It is also your responsibility to sweep, dust, and vacuum up after yourself.
  8. Report any malfunctioning or inoperable equipment to staff, so that we can get it working and available in a timely manner.
  9. Keep the kitchen area clean. Do your dishes by either putting them in the dishwasher or hand-washing them and putting them in the dish rack. Please do your guests' dishes. The staff (and your fellow members) will get really, really grumpy if you leave your dirty dishes lying around.
  10. The refrigerator is primarily for storing that day’s food, beverages, and some occasional leftovers from events. Containers or food left in the refrigerator may be thrown out at any time at the discretion of the facility manager (the longer it’s there, the more likely it will be tossed). Labeling your food will help us to at least give you a heads up.
  11. Access to conference rooms is a membership benefit. . Here’s some stuff regarding conference rooms:

[a] If you want to use a conference room, you must reserve it. Please, no conference room squatting. Make sure you are out of the room at least 15 minutes before any reserved time block.

[b] Conference rooms are for meetings with customers, teammates, and clients ONLY. If you want to hold an event at Circuit Launch in one of our conference rooms or classrooms, please talk to the friendly Circuit Launch staff to discuss scheduling, guest policies, and fees.

[c] You may not re-sell or donate your conference room reservation.

[d] Clean up after using a conference room. If you rearrange the furniture in the conference room, return it to the original set-up when you’re done.

 

  1. Common areas are shared workspaces. Here’s how we can all happily and productively share these spaces together:

[a] The kitchen, cafe, lounges, open tables, and team tables are for more open, collaborative work while the areas with desks are for quieter, more focused work.

[b] Please make phone calls in the lounge areas, away from members working at desks. Speaker phones are never allowed, except in a private office, conference room or classroom.

[c] Please occupy only one spot at a time in the common area. Taking up multiple spots limits the space available to your fellow Members. Don’t be that person!

[d] “The One Hour Rule”: Feel free to use open tables, workbenches, and other common areas to work on projects. If you are not actively working at, or leave, that area for longer than an hour, please pack your stuff up and put any tools away. If your belongings are left unattended in the common areas (anywhere outside your dedicated desk or office space, including outside your office door) for longer than an hour, your belongings may be moved by staff.  Items left unattended for extended periods will be considered abandoned charged a storage fee of at least $45/day (depending on the amount of items). You will be given 24 hours notice before incurring storage fees.

  1. Sorry, we do not allow dogs or other pets (except service animals) at Circuit Launch.
  2. Circuit Launch is a 24/7 facility for Members. You are welcome to work long hours, but you can not sleep or live here.

[a] Don’t sleep here (including your car in the parking lot)!  Seriously, if you are that tired, go home.

 

[b] Circuit Launch is not a personal storage facility, please do not store non-work related personal belongings here.  

[c] Living here is defined by several factors that, when considered together,constitute a violation of the Community Code. These factors include but are not limited to: storing belongings that are normally are kept at home, not leaving the premises for longer than one can reasonably be expected to stay awake, performing personal hygiene routines in the bathrooms, storing more than several meals worth of food, and keeping several changes of clothes at the office. An isolated occurrence may be no problem; but, persistent and/or multiple occurrences are evidence that you are using Circuit Launch as a living space.

[d] Fatigue is a safety issue, and we need to take care of each other! If you are operating tools or equipment, where fatigue compromises your ability to keep the machine, yourself, or others safe, any Member or staff may ask you to take a break. If you observe someone compromised by fatigue please voice your concern to them and to Circuit Launch staff.                                                                                                                                                                                                                                                                                                                                                                                                                       

  1. Circuit Launch is a smoke-free office-lab environment, located in a Building on a smoke-free site. Please only smoke in the designated smoking areas or off the property.
  2. Security matters! We are all responsible for being mindful of the security of our stuff, other members’ stuff and the Circuit Launch facility. The doors are automatically locked most of the time. Do not unlock or hold doors open for anyone you do not know. If someone you don’t know needs access, have them contact an on-site member or call (510) 306-1217. Do not do anything to cause the doors to be unlocked or stay propped open, unless you are actively monitoring that door and are taking responsibility for anyone and everyone who enters. If you find any of the doors propped, or otherwise staying open, it is your responsibility to close them and notify Circuit Launch, so we can review the security footage of the time the door was open. In the case of an emergency, serious injury,  or anytime a person feels at risk of physical harm, please call 911 and notify Circuit Launch staff.
  3. We like recycling in all possible forms. This includes disposing of refuse that could present dangers through the contamination and pollution of the environment. These forms of hazardous waste require special disposal techniques to make them harmless or less dangerous. Circuit Launch has requested appropriate recycling totes from the City of Oakland, in order for all of us to dispose of refuse responsibly. Items that may pose a threat to human health or the environment should not be thrown away with general municipal waste (e.g. printer cartridges, certain batteries, CFL bulbs, etc). Do your best to dispose of such waste properly, and when in doubt, please check with staff.
  4. Be mindful of confidentiality.  During your time at Circuit Launch, you are going to be exposed to Circuit Launch Confidences. “Circuit Launch Confidences” means information (such as business information, trade secrets, technology, customers and prospects, and other secret stuff) disclosed by Circuit Launch or by others (including knowledge gained through your keen observation) that is confidential or proprietary in nature, and simply just not known by other people. It’s plain and simple - you agree to keep confidential and not to disclose or use Circuit Launch Confidences. You further acknowledge that they remain the exclusive property of whomever they belonged to, and you don’t acquire any rights to such Circuit Launch Confidences through your membership or visitor status.
  5. It is at Circuit Launch’s sole discretion to decide what constitutes a violation of the Community Code. You will be notified when you are in violation of these rules and given the chance to rectify or amend your behavior. Failure to comply with this Community Code result in termination of your membership, guest, or visitor access. If you feel a violation of the Community code and the resulting penalty is without just cause, you may submit a written appeal that will be reviewed by our officers, board of directors, and at least one Member in good standing that both parties agree upon.
  6. Circuit Launch is dedicated to providing a harassment-free experience for everyone, regardless of gender, gender identity and expression, sexual orientation, disability, physical appearance, body size, race, or religion. We do not tolerate harassment of people in any form, in our facilities and at our events, at any time. People violating this section of the code may be put on notice by any Member, and sanctioned or expelled from the space or the event at the discretion of the Circuit Launch Staff.

Harassment includes:

Offensive verbal comments

Sexual images in public spaces

Deliberate intimidation

Stalking

Following

Photography or recording without consent

Sustained disruption of talks or other events

Inappropriate physical contact

Unwelcome sexual attention

People asked to stop any harassing behavior are expected to comply immediately. Any behavior or action experienced as harassment will be responded to as such.

I agree to be bound by the spirit and the specifics of the Circuit Launch Community Code. Most important, I agree to take pride and ownership in the Circuit Launch Community!



 

Circuit Launch Terms of Use

 

  1. Acceptance of Terms

The services Circuit Launch provides to you are subject to the following Terms of Use (TOU). Circuit Launch reserves the right to update the TOU at any time without notice to you. Members may receive or inspect the current TOU upon request, or find the an up-to-date version on the Circuit Launch website.

 

Circuit Launch membership does not create a tenancy, but a prepaid usage license to use the provided amenities on a monthly or casual basis, as appropriate to your membership benefits.

 

  1. Description of Services

Circuit Launch may provide you with access to office space, workstations, equipment, tools, workshop space, internet services, office equipment, conference space, knowledge resources, kitchen area, and other services (collectively, "Services").

 

  1. Use of Services

When participating in or using the Services, you will not:

 

  1. Disturb other members and recognize their right to quiet enjoyment of the premises. For example, Member will not listen to radios and other such equipment except with headphones, and will conduct phone conversations quietly or use the phone room ensuring that all noise that might disturb other members be kept to a minimum.
  2. Lend keys, give access, or open doors for others; allow a nonmember to use the space unless accompanied by Member. For example, Member is responsible for their guests’ actions at all times within and around Circuit Launch facilities.
  3. Bring pets into the Premises at any time (unless authorized by the community manager, according to the Community Code).
  4. Keep any flammable or hazardous substances in the Premises without authorization.
  5. Spam, post or download files that Member knows or should know are illegal or that Member has no rights to; access any other device connected to the Circuit Launch network or the Internet that Member does not have permission to access.
  6. Use the Services in connection with contests, pyramid schemes, chain letters, junk email, spamming, spamming or any duplicative or unsolicited message (commercial or otherwise).
  7. Defame, abuse, harass, stalk, threaten or otherwise violate the legal rights (such as rights of privacy and publicity) of others.
  8. Publish, post, upload, distribute or disseminate any inappropriate, profane, defamatory, obscene, indecent or unlawful topic, name, material or information on or through Circuit Launch servers.
  9. 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.
  10. Upload files that contain viruses, Trojan Horses, Worms, time bombs, bots, corrupted files, or any other similar software or programs that may damage the operation of another’s computer or property of another.
  11. Restrict or inhibit any other Member from using and enjoying the Services.
  12. Violate any code of conduct or other guidelines, which may be applicable for any particular Service (including the Community Code and Building Rules and Regulations for 8000 Edgewater Drive, Oakland, CA 94621);
  13. Harvest or otherwise collect information about other members, including email addresses, without the authorization or consent of the other member.
  14. Violate any applicable laws or regulations.
  15. Otherwise violate the Member Agreement, this TOU, or the Community Code.

 

  1. 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, conditions and notices, or that are prohibited by the “Community Code” attached to this TOU. You may not use the Services in any manner that could damage, disable, knowingly overburden, or impair any Circuit Launch server, or the network(s) connected to any Circuit Launch 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 Circuit Launch 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.

 

  1. Authority and Responsibility

You hereby represent and warrant that you have all requisite legal power and authority to enter into the Member Agreement (or other use authorizing agreement) as an individual and on behalf of any associated organization, and abide by the terms and conditions of this TOU (and the Community Code) 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.

 

You agree to abide by and be legally responsible for your employees, agents, guests, invitees, contractors and subcontractors to abide by this Agreement and the Community Code.

 

  1. Possession and Delivery

The Space is accepted by you in its “as-is,” “where-is” condition and configuration.  If, for any reason, Circuit Launch is unable to provide use of the Space at the anticipated Start Date, you agree that the Term shall be automatically postponed until possession becomes available.  Circuit Launch shall be held harmless and free of any liability, loss, or damage for failure to deliver possession of the Space on an agreed Start Date. Such failure shall not affect the validity of the Membership.  If Circuit Launch does not deliver possession of the Space within one week after the anticipated Start Date, you shall have the right to cancel the Membership with no penalty and be entitled to a full refund of amounts paid.

 

  1. Workspace Use and Access

You agree to use the Space provided to you for general office purposes only and you may not use the Space to carry out any illegal activities or use the Space (A) in violation of law, or the Community Code, or (B) for any immoral, unlawful, or objectionable purposes.  Further, you shall not use or permit the usage of any illegal drug or substance in the Space or in the Building and shall not make or permit any unreasonable or unnecessary noises or odors in or upon the Space or the Building.  You shall not commit, or suffer to be committed, any waste upon the Space or any nuisance (public or private) or other act or thing of any kind or nature whatsoever that may disturb the quiet enjoyment or cause unreasonable annoyance of any other occupants in the Building.

You agree not to exceed your Membership’s Maximum Occupancy of the Space.

You shall not make alterations, additions or improvements to the Space, including the installation of lighting or any phone or data lines.

You shall not generate, store, install, dispose of, or otherwise handle any hazardous materials in the Space, or in or around the Building, in any manner contrary to any applicable law.  You shall be liable for the costs of any removal, clean-up, and/or remediation of any hazardous materials released by you or your Invitees.

You agree that Circuit Launch has the right upon 30 days’ written notice, to require that you relocate to another Space in the same Building of equal or larger size and similar configuration for the remainder of the Term, provided that the Fees for such new workspace are no greater than the Fees for your current Space.

Circuit Launch or its authorized representatives may enter the Space at any time and such access rights shall not give rise to any decrease or abatement of Fees or Taxes. Unless there is an emergency, Circuit Launch will, as a matter of courtesy, try to inform you in advance when it needs access to the Space to carry out testing, repair, or work other than routine inspection, cleaning and maintenance.  Repair work shall be done solely at the discretion of Circuit Launch and the failure of it, for any reason, to furnish any maintenance or repairs shall not render Circuit Launch liable to you, constitute a constructive eviction, or give rise to a refund or abatement of Fees.

You shall not cause or permit any lien to be placed on the Space, the Building or the land underlying the Building.  Any such lien shall be discharged by you within 10 days of you becoming aware of such lien.

You explicitly give Circuit Launch and any and all agents of Circuit Launch the right to relocate your property and personal belongings from any location, (including but not limited to your office or desk space) to any location of equal or greater security within the Premises if:

  1. Your Membership lapses without prior notice; or
  2. You violate the TOU, Member Agreement, or Community Code.; or
  3. Circuit Launch or its agents are required to relocate your property for emergency access,  safety concerns, or to repair the facility or Premises.

Circuit Launch or its agents will make all attempts to give reasonable notice before relocating any or all items and property unless it is due to violation of the Member Agreement & TOU,  the Community Code, or termination of your membership.

 

You agree to be charged and pay storage fees of of a minimum of $45 per day for any and all items Circuit Launch deems outside of your desk area, office space, or elsewhere. Storage fees may vary according to the amount of property involved. Circuit Launch will send notification to your membership email 24 hours before storage fees are applied.



  1. Information Disclosure

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

 

  1. Confidentiality
  2. 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 Circuit Launch, any of its members, or any participant or user of the Services, or any employee affiliate, or agent thereof, that is non-public, confidential, and/or or proprietary in nature. Confidential information also includes, without limitation, information about business, sales, operations, know-how, trade secrets, business affairs, any knowledge gained through examination or observation of or access to the facilities, computer systems and/or books and records of Circuit Launch, any analyses, compilations, studies or other documents prepared by Circuit Launch or otherwise derived in any manner from the Confidential Information that you are obliged to keep confidential, or know or have reason to know should be treated as confidential.
  3. Your participation in and/or use of the Services oblige you to:
  4. maintain all Confidential Information in strict confidence;
  5. not to disclose Confidential Information to any third parties;
  6. not to use the Confidential Information in any way directly or indirectly detrimental to Circuit Launch, its member, or any other user of the Services.
  7. All confidential information remains the sole and exclusive property of Circuit Launch, or 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 proprietary rights of Circuit Launch, its members, or any other user of the Services.
  8. You are responsible for identifying and protecting your own Confidential Information. Circuit Launch, upon learning of a misuse of Confidential Information, may, at its own discretion, revoke the membership or other authorizing status of the person misusing the Confidential Information.

 

  1. Participation In or Use of Services.

You acknowledge that you are participating in or using the Services of your own free will and decision. You acknowledge that Circuit Launch 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.

 

  1. Disclaimer of Warranties.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, Circuit Launch PROVIDES THE SERVICES “AS IS” AND WITH ALL FAULTS, AND HEREBY DISCLAIMS WITH RESPECT TO THE SERVICES ALL WARRANTIES AND CONDITIONS, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, ANY (IF ANY) WARRANTIES, DUTIES OR CONDITIONS OF OR RELATED TO: MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, LACK OF VIRUSES, ACCURACY OR COMPLETENESS OF RESPONSES, RESULTS, WORKMANLIKE EFFORT AND LACK OF NEGLIGENCE. ALSO, THERE IS NO WARRANTY, DUTY OR CONDITION OF TITLE, QUIET ENJOYMENT, QUIET POSSESSION, CORRESPONDENCE TO DESCRIPTION OR NON-INFRINGEMENT CONCERNING ANY USE OF THE SERVICES. THE ENTIRE RISK AS TO THE QUALITY, OR ARISING OUT OF PARTICIPATION IN OR THE USE OF, THE SERVICES, REMAINS WITH YOU. NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, Circuit Launch SHALL BE LIABLE TO YOU FOR DIRECT DAMAGES OR ITS INTENTIONAL MISCONDUCT.

 

  1. Exclusion of Incidental, Consequential and Certain Other Damages.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL CIRCUIT LAUNCH  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 AND INDIVIDUALLY BE LIABLE FOR ANY DIRECT, SPECIAL, IDENTAL, 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 CIRCUIT LAUNCH , AND EVEN IF CIRCUIT LAUNCH  HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

 

  1. 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 CIRCUIT LAUNCH  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 THIS TOU AND YOUR EXCLUSIVE REMEDY FOR ALL OF THE FOREGOING SHALL BE LIMITED TO ACTUAL DAMAGES INCURRED BY YOU BASED ON REASONABLE RELIANCE UP TO YOUR MONTHLY MEMBERSHIP PAYMENT. THE FOREGOING LIMITATIONS, EXCLUSIONS AND DISCLAIMERS SHALL APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EVEN IF ANY REMEDY FAILS ITS ESSENTIAL PURPOSE.

 

  1. Termination.

Circuit Launch reserves the right to terminate any Service at any time. Circuit Launch 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 TOU or Community Code. YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT NEITHER THE SERVICES PROVIDED BY CIRCUIT LAUNCH  NOR THIS AGREEMENT SHALL IN ANY MANNER CONSTITUTE A LANDLORD/TENANT RELATIONSHIP, AND CIRCUIT LAUNCH MAY IMMEDIATELY TERMINATE THE SERVICES FOR ANY REASON AT ANY TIME. Upon termination, you agree to immediately remove any and all of your personal property from the Premises. You agree to be charged and pay storage fees of a minimum of $45 per day for any and all items remaining at the Premises. Fees may be greater than $45 per day, depending on the amount of personal property requiring removal and storage.

 

  1. Suspensions of Services

Circuit Launch may by written notice suspend the provision of services (including access to the Space) for reasons of political unrest, strikes, terrorism, Acts of God or other events beyond Circuit Launch or its landlord’s reasonable control. This Agreement shall automatically terminate if the Space is rendered unusable as a result of a fire, other casualty or a condemnation. As between Circuit Launch and its members, all proceeds of any condemnation award shall belong to Circuit Launch and all insurance proceeds of Circuit Launch shall be retained by and belong to Circuit Launch.  Circuit Launch may also suspend the provision of services (including access to the Space) in the event the Space or the Building is being renovated or repaired, in which event you will be relocated to another space within the building, or if necessary, to another building, all at Circuit Launch’s reasonable costs.

 

  1. Non-Disparagement

Member shall, during and after the participation in and use of the Services, refrain from making any statements or comments of a defamatory or disparaging nature to any third party regarding Circuit Launch, or any of Circuit Launch’s officers, directors, employees, personnel, agents, policies, services or products, other than to comply with law.

 

  1. Indemnification

Except to the extent caused by the negligence or willful misconduct of the indemnified party or such party’s officers, directors, employees, representatives, contractors and agents, you agree to indemnify, defend and hold Circuit Launch, its landlord, if applicable, and any mortgagee harmless from and against any loss, liability, claim, demand, damages, costs and expenses, including reasonable attorneys' fees, arising out of or in connection with your and/or your Invitees' use of a Space, Common Areas or Shared Facilities, or any violation of applicable law, this Agreement or TOU.  Nothing contained in this Agreement shall be construed to create privity of estate or of contract between you and Circuit Launch’s landlord, if applicable.

 

  1. Severability

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

 

  1. Damages and Insurance

As required by the landlord (the owner of the 8000 Edgewater Drive Property), Circuit Launch carries Liability and Business Personal Property insurance. As a Member, you are responsible for any damage you cause to the Space or any Circuit Launch’s Property beyond normal wear and tear. Circuit Launch has the right to inspect the condition of the Space from time to time and make any necessary repairs. You are responsible for arranging insurance for your personal property against all risks and for your liability to and for your employees and Invitees. You have the risk of damage, loss, theft or misappropriation with respect to any of your personal property and liability to and for your employees and Invitees. You agree, as a material part of the consideration to be rendered to Circuit Launch under this Agreement, to waive any right of recovery against Circuit Launch, its directors, officers, employees and its applicable landlord for any damage, loss, theft or misappropriation of your property under your control and any liability to and for your employees and Invitees, including for injuries to you or your Invitees in or about the Space, and you agree to hold Circuit Launch exempt and harmless and defend Circuit Launch and its landlord, if applicable, from and against any damage and injury to any such person or to such property, to the extent arising from your use of the Space or from your failure to keep the premises in good condition and repair as provided in this Agreement. All property in your Space is understood to be under your control.

 

  1. Payment

During the Term, you shall pay the Fees, Deposit, and Taxes to “Circuit Launch” or “Proximity,  on behalf of Circuit Launch.”

Upon the Agreement Date, the following are due and payable by the Guest (the “Initial Payment”):

  1. the Monthly Charge for the first full calendar month of the Term or a prorated portion of the Monthly Charge for the first partial month of the Term (if you start your Term after the first calendar day of the month),
  2. the Setup Fee,
  3. the Deposit,

 

For each following month of the Term, the Monthly Charge and any applicable fees are due and payable on the first day of the calendar month.  If the Term ends before the last calendar day of the month, the prorated portions of the Monthly Charge and any applicable taxes for the final partial month of the Term are due and payable.

If applicable, Circuit Launch may also include additional 'one time' fees (the "incidentals") for services provided to Member not included in the Monthly Charge. These services may include but not limited to meeting rooms, photocopying, faxing, catering, etc. The incidentals will be collected in arrears on the first of every month and paid by Member via Check, or the Credit Card on file.

If any payment due to Circuit Launch is not received within 5 days of the due date, Circuit Launch may, at its own discretion, charge a late fee of 5% of the overdue amount, or Circuit Launch may terminate this Agreement without cost or penalty to Circuit Launch  All remaining Fees and Taxes for the remainder of the Term are immediately due and payable by the Member.

  1. Cancellation

All Fees and taxes paid by you are non-refundable, except as expressly stated in this Agreement.

Circuit Launch may cancel this Agreement without cause on at least thirty (30) days notice prior to End Date.

Circuit Launch may cancel this Agreement on at least thirty (30) days' notice if a contract has been entered into for the sale of the Building.

You may cancel this Agreement within one day of the Agreement Date or at least 30 days before the Start Date and receive a full refund of the Initial Payment.

If you choose to cancel after the Agreement Date plus one day, but less than 30 days before the Start Date, 50% of the Fees and Taxes will be refunded, but you are no longer obligated to pay the remaining Fees and Taxes for the Minimum Term.  The Deposit will be fully refunded, if you cancel before the Start Date.

After the Start Date, if you cancel your Membership before the Minimum Term, (a) no refund is available for the then-current calendar month and the next full calendar month, and (b) 50% of the remaining unpaid Fees and taxes for the Minimum Term are immediately due and payable unless a default has occurred and is continuing, in which case, 100% of all remaining Fees and Taxes for the remainder of the Term are immediately due and payable by you.

  1. Deposit

The Deposit will be held by Circuit Launch during the Term as security for the performance by you of all of your obligations under this Agreement. Circuit Launch may apply any portion of the Deposit to amounts owed to you for:

(A) any damage to Circuit Launch’s Property, the Space, the Circuit Launch’s Area, the Shared Facilities, or the Building;

(B) any overdue Fees or Taxes; and/or

(C) amounts Circuit Launch may incur for any losses or costs arising out of your default under this Agreement (including any damage or deficiency arising in connection with the relicensing of the Space), in each case solely at the discretion of the Circuit Launch  If, upon the expiration or earlier termination of this Agreement, you have fully complied with all terms of this Agreement and the Community Code, timely remitted all amounts due and payable, and surrendered the Space and all keys, access cards, building passes and all other property provided to you by the Circuit Launch (including Circuit Launch’s Property), the Deposit shall be returned to you within 60 days after the expiration or earlier termination of the Term, less any amounts applied as described above. Circuit Launch shall not be required to maintain the Deposit in a separate account. No interest will be paid on the Deposit except as may be required by law. If any portion of the Deposit is so used or applied by Circuit Launch during the Term, then within 5 days after Circuit Launch gives written notice to you, you shall make a deposit to Circuit Launch in an amount sufficient to restore the Deposit to the original amount.  Failure to do so will constitute a default under this Agreement.

 

  1. Renewal

If an End Date is specified, the Membership will terminate on the End Date with no automatic renewal.

If no End Date is specified, Licenses shall automatically renew after the Minimum Term for additional one-month periods unless you give Circuit Launch at least 30 days’ notice prior to the end of the then current Term. 

If Circuit Launch opts to change the Monthly Charge upon renewal, Circuit Launch will provide at least 30 days notice. There will be no additional Setup Fee for Memberships that renew.

If Circuit Launch opts not to renew your Membership, Circuit Launch will provide at least 30 days notice.

  1. Default

You shall be considered in default of this Membership Agreement if:

(A) you fail to pay when due all or any portion of the Fees or Taxes, if the failure continues for 5 days after notice to you, which notice shall be in satisfaction of and not in addition to any notice required by law;

(B) you fail to comply with any term of this Agreement, if the failure is not cured within 10 days after notice to you; or

(C) you attempt to sublicense, assign or otherwise transfer any interest in this Agreement without Circuit Launch’s prior written consent.  Upon any default, Circuit Launch shall have the right without notice to terminate this Agreement, in which case you shall immediately surrender the Space and the Circuit Launch’s Property.  If you fail to surrender the Space and/or the Circuit Launch’s Property, Circuit Launch may, in compliance with applicable law and without prejudice to any other right or remedy, enter upon and take possession of the Space and its Property and you shall be liable for all past due Fees and Taxes, all Fees and Taxes due for the remainder of the Term, all costs incurred by Circuit Launch to retake possession of the Space and Circuit Launch’s Property, and other losses and damages which may suffer as a result of Member’s default.  In addition to the right to terminate this Agreement and collect damages, Circuit Launch shall have the right to pursue any other remedy now or hereafter available at law or in equity.

 

  1. No Tenancy

Circuit Launch provides coworking services on an “as is” basis as a service and not as a lease of real property, and disclaim all warranties and conditions, whether expressed, implied or statutory, including, but not limited to, merchantability, title, quiet enjoyment, possession, fitness for a particular purpose or use, to the extent permitted by law.

You hereby understand, agree and warrant that you are not a tenant and the Company is not a landlord and there is no tenancy relationship whatsoever as defined in any case law or legislation, rules, or regulations promulgated by or otherwise.

 

  1. No Residency

Circuit Launch is a commercial facility. Using the location or your membership for the purpose of establishing a personal residence is not permitted. You hereby understand, agree and warrant that you are not a residential tenant at the Circuit Launch Space.



  1. Governing Law; Submission to Jurisdiction

This Agreement is governed by and construed in accordance with the internal laws of the State of California without giving effect to any choice or conflict of law provision or rule that would require or permit the application of the laws of any jurisdiction other than those of the State of California. Any legal suit, action or proceeding arising out of or related to this Agreement or the licenses granted hereunder will be instituted exclusively in the federal or state courts located in the Alameda county, of the State of California, and each Party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action or proceeding.

 

  1. Notices

Any notices under this Agreement shall be delivered in person, by US mail, email, or facsimile or other such service to the party at the address listed on the Circuit Launch Membership Agreement. Any such notice shall be considered delivered upon delivery in person, by US mail, email, or facsimile or other such service.

 

  1. Arbitration

All claims and disputes arising under or relating to this Agreement are to be settled by binding arbitration in the state of California or another location mutually agreeable to the parties. The arbitration shall be conducted on a confidential basis pursuant to the Commercial Arbitration Rules of the American Arbitration Association. Any decision or award as a result of any such arbitration proceeding shall be in writing and shall provide an explanation for all conclusions of law and fact and shall include the assessment of costs, expenses, and reasonable attorneys' fees. Any such arbitration shall be conducted by an arbitrator experienced in [insert industry or legal experience required for arbitrator] and shall include a written record of the arbitration hearing. The parties reserve the right to object to any individual who shall be employed by or affiliated with a competing organization or entity. An award of arbitration may be confirmed in a court of competent jurisdiction.

 

  1. Miscellaneous

(a) This Agreement shall inure to the benefit of and bind the parties hereto and their successors, heirs, and assigns.

(b) This Agreement shall constitute the entire Agreement between the parties.

(c) This Agreement shall be governed by the laws of the State of California.

(d) This Agreement may be amended or supplemented by a written instrument signed by Circuit Launch

(e) This Agreement may be executed in any number of identical counterparts each of which shall be considered an original but together shall constitute but one and the same Agreement.

(f) The captions or paragraph headings are for the convenience and ease of reference only and shall not be construed to limit or alter the terms of this Agreement.

 

I hereby acknowledge that I have read and understood all of the terms and conditions contained in this TOU (including the attached Community Code) and further agree to be bound to the TOU and Community Code regarding my participation in and use of the Facilities and Services.