Non-Member Service Agreement 

This Non-Member Service Agreement (the “Agreement”) describes your rights and obligations as they relate to your receipt and use of the services provided to you by Just You Studios, including but not limited to building access, use of reserved space(s), access to Internet and other Services listed below.

Please read these Terms carefully, as they affect your legal rights. If you have any questions, please contact KatieB@justyoustudiosnd.com. By using the Services, you are agreeing to abide by and be bound by these Terms.

The most recent Agreement will be posted online at justyoustudiosnd.com/privacy-policy and made available upon request. Members agree to adhere to and be bound by this Agreement, and the Data Connection and Internet Access Terms of Service, as well as other terms determined by Just You Studios staff, which may be communicated verbally, by email or written notice. Just You Studios reserves the right to add, delete or amend the Agreement at our reasonable discretion without notice to Member.

1.      Definitions.

a.     “Authorized Signatory” means an individual authorized to legally bind your company.

b.     “Team Member” means each person you authorize on your Team List as being allowed to use your Org membership or private office and receive the Services (defined below) or other benefits of your Just You Studios membership.

c. “Member Organization” means a company, organization or entity that enters into a Membership Agreement with Just You Studios

d.     “Premises” means the building or portion of the building in which Just You Studios offers or plans to offer offices, workspaces and/or other services to its Members.

e.     “Primary Member” means the primary Member contact for Just You Studios.

f.      “Start Date” means the start date set forth on the Membership Details form.

g.     “Membership Fee” means the fee that you pay to belong to Just You Studios, providing you access to all related services.

h.     “Just You Studios”, “JYS”, “the studio”, “The Loft on Main”, “we” or “us” means the Just You Studios entity you are in contract with.

i.       “Services” refers to your access to and use of our space, online member platform, member events and certain other related services and features we provide. The exact Services you receive will depend on (a) the product or services you have purchased; (b) the Services available and (c) additional features and Services selected by you, including additional payment obligations.

j.       “You” means the company or individual listed on the Membership Details form.

2.     The Benefits of Membership. Subject to the terms and conditions of this agreement, we will make commercially reasonable efforts to provide you (and your Team Members, as applicable) the services described below. These services are referred to in the Agreement as the “Services”.

a.      Non-exclusive access to the Just You Studios You Studios workspace and, if relevant, your private office.

b.     Regular maintenance of the workspace and, if relevant, your private office. We will not be responsible for damage exceeding normal wear and tear.

c.      Furnishings, including desks, chairs, work tables and, in the case of private office members, lockable filing cabinets.

d.     Access to and use of the Just You Studios Member Portal, powered by AndCards.

e.      Access to and use of the shared Internet connection.

f.       Use of the printers, copiers and/or scanners made publicly available on the Premises.

g.     Use of conference rooms during Regular Business Hours on Regular Business Days, subject to availability and your prior reservation of the room.

h.      Climate control on the Premises during Regular Business Hours on Regular Business Days.

i.       Where relevant, acceptance of mail and deliveries on behalf of your business during Regular Business Hours on Regular Business days; provided that we are not liable for any mail or packages received without a Just You Studios employee’s signature indicating acceptance, or should you use our mail and deliveries services for fraudulent or unlawful purposes. Just You Studios will not be liable or responsible to hold mail for longer than 30 days.

j.       Opportunity to participate in Member-only events, benefits and promotions.

3.     Our reserved rights. We are entitled to access all areas of the Premises, including, if relevant, your private office, with or without notice, in connection with our provision of the Services, for safety or emergency purposes or for any other purposes. We may temporarily move furniture, including within the private offices. We reserve the right to alter any and all areas of the Premises, including private offices, provided that we do so in a manner that does not decrease the square footage of your assigned workspace, private office or related amenities. We may also modify or reduce the list of Services of furnishings at any time. The Services may be provided by us, an affiliate or a third party.

4.    Availability and use of the Premises.

a.     All memberships include the use of the kitchen, meeting rooms, , copy + print galley and coworking space. Private office memberships also include the use of your designated private office. Just You Studios is open during “Regular Business Hours”. Regular business hours are generally 10:00 a.m. to 7:00 p.m. on Regular Business Days. “Regular Business Days” are all weekdays and weekends, except local bank/government holidays and up to three other days of which we will inform you. Regular Business Hours and Regular Business Days may vary by location.

b.     Conference rooms and event space may be booked outside of these hours with advanced notice. Upon completion of the membership Agreement, you will receive an access keycode, which allows access to Just You Studios according to the terms of the membership you have selected.

c.     If we are unable to make the workspace and/or private office available by the Start Date for any reason, including due to (i) changes in construction plans, delays in obtaining permits, or any other obstacles in procuring space on the Premises, or (ii) delays caused by you or by changes requested by you, we will not be subject to any liability related to such inability, not will such failure affect the validity of this Agreement. In this event, except as set for in this Agreement, you will not be obligated to make payments of the Membership Fee until the workspace and/or private office is made available to you.

d.     Restricted Use. Members are restricted from operating a business that would constitute as a “retail” establishment from any space located on the premise. Members are restricted from operating any business that would invite frequent, spontaneous visits to the premises by the general public, without receiving prior authorization from Just You Studios.

e.     Members are restricted from engaging in any illegal business activity or any activity that is generally regarded as offensive to others.

f.      Conference + Client Meeting Rooms. Subject to availability, you are entitled to use of all conference rooms during Just You Studios regular business hours, on regular business days. Special arrangement must be made with Just You Studios staff for usage of conference rooms outside of regular business hours.

g. Monthly Credits All monthly memberships include credits that can be used to reserve available meeting rooms. Hours can be used in any of our meeting rooms, according to availability. Check your membership level for the number of credits included with your membership.

Meeting room credits are only valid for the month in which they are allocated. There are no month-to-month rollovers or pre-usage of future hours.

Day Pass users and Just You Studios guests have NO meeting room hours included in their Membership. Any conference room or meeting room usage is billable at the current prevailing rate for non-Members and is usable during standard office hours.  Meeting rooms may be booked online via the Just You Studios Online Portal, or by emailing: KatieB@justyoustudiosnd.com.

h. Purchased Credits All monthly memberships include credits that can be used to reserve available meeting rooms. Hours can be used in any of our meeting rooms, according to availability. Check your membership level for the number of credits included with your membership.

5.     Creating your Just You Studios Membership. You will create your Just You Studios member profile and establish a personal password of your choosing on the Vibe Member Portal, which can subsequently be accessed at any time via members.vibecoworks.com/login. You are responsible for maintaining the confidentiality of your password. You must notify us promptly if you suspect that your password has been compromised. The Vibe Member Portal is hosted by a third-party provider, Proximity.

6.     Linking to a Company. During the registration process, you may identify a Company with whom your account is associated.

Alternatively, your individual profile may have been created by an authorized representative of your employer or other entity for which you provide services, and your profile will be associated with such Company. You agree that you will not falsely represent your association with any Company, impersonate any third party, or otherwise submit or present any false or misleading information to us or the Vibe Coworks community. In the event that your relationship with the Company in your profile changes or ends, you agree to promptly update your profile to reflect this.If your Vibe Coworks membership is provided by a Company, you may lose access to the Services upon termination or change in relationship with such Company, you may lose access to the Services upon termination or change in status of your relationship with such Company. If you are an authorized representative of an entity receiving the Services, you hereby warrant and represent to us that (a) you have the proper authority to create, terminate and maintain the company account and to add and remove individual members to and from the account and (b) you have obtained all necessary consent from any applicable individuals for the creation of their accounts and the processing of individual information within the US. You agree to indemnify us for any loss we may suffer as a result of any breach of these warranties and representations.

7.     Your members.

a.     Updating your Team List. Members with an Team Membership and/or Private Office with multiple members will be required to submit to us a Team List, indicating who is authorized to use the space under the organization’s account. Only those individuals set forth on the authorized Team List will be deemed to be “Members” and entitled to the benefits described in this Agreement. Your Team Members will be able to begin using, accessing and/or receiving the Services on the later of (i) the Start Date or (ii) the date we confirm the addition of such individual to the Team List. You are responsible for maintaining the accuracy of the Member List, the first version of which is attached to your Membership Agreement. To make changes to your Member List, you must have your Primary Member send an email, from the Primary Member’s email account on file with Vibe Coworks, to hello@vibecoworks.com. The email requesting the change must include the name(s) and email address(es) of the departing and new Member(s) and the effective date of the change. The changes will not take effect until we confirm that we have received the email and have accepted and applied the change, in our sole discretion. A Member will no longer be allowed to access the Services upon the earlier of (1) the termination or expiration of this Agreement; (2) your removal of the Member from the authorized Team List or (3) our notification from you that the Member will be removed from the Team List, for example that that Member violated this Agreement. If the number of Members or other individuals regularly using your private office, exceeds the number allocated on the Membership Details form, you will be required to pay additional fees. In no event will the number of Members exceed two times the number of desks provided by Vibe Coworks in your private office, regardless of additional fees paid. We reserve the right to further limit the number of Members allowed at any point.

b.     Upon the addition of a Member to the authorized Team List, the member will be required to create a profile on the Vibe Member Portal. This profile will be viewable by us, our employees and other Vibe Members. Such profile information may include a photograph of the Member, in addition to other information about the Member. You are responsible for informing each of your Members about the creation of such profile and obtaining their consent to the collection, use and disclosure of their personal information for such purposes. By sending us a request to add an individual to your Team List, you are representing and warranting that you have obtained all necessary consent from such individual for the creation of his/her profile.

c.     Changes to or removal of Primary Member or Authorized Signatory. An authorized Signatory generally has the sole authority to make changes to or terminate this Agreement. A Primary Member will generally serve as Vibe Coworks’ primary contact regarding matters that involve your authorized Team Members, your private office, if applicable, and the Vibe workspace.  We will be entitled to rely on communications to or from the Authorized Signatory or Primary Member as notice to or from the Member Organization. However, an Executive Officer of the applicable Member Organization will have the authority to override the request of an Authorized Signatory or Primary Member, as applicable, provided that we receive such a request within 24 hours following such Authorized Signatory’s or Primary Member’s request. We will be entitled to request reasonable information to confirm that an individual claiming to be an Executive Officer truly is one, and to exercise our discretion in determining whether a particular position constitutes an “Executive Officer.” An Executive Officer will also have the authority to remove or replace the individual serving as the Authorized Signatory and/or Primary Member. Unless we receive instructions from the Authorized Signatory or Executive Officer, if the individual designated as the Primary Member ceases to provide services to the Member Company or ceases using the Office Space regularly, we will use our reasonable judgment in designating a replacement Primary Member.

8.     Membership Fees and Payments.

a.     Payments due upon signing. Upon submitting a signed and completed Agreement, you will be obligated to deliver to us, in the amount(s) set forth on your Membership Agreement, (i) a security deposit (“Security Deposit”) and (ii) Set-Up Fee. The Security Deposit will be held as a retainer for performance of all of your obligations under this Agreement and is not intended to be a reserve from which fees may be paid. In the event that you owe us other fees, you may not rely on deducting them from your Security Deposit, but must pay them separately. Subject to the complete satisfaction of your obligations under this Agreement, we will return the Security Deposit, or any balance after deducting outstanding fees and other costs due to us, to you by ACH within thirty (30) days after the later of (1) the termination or expiration of this Agreement (2) the date on which you provide to us all account information necessary for us to make such payment and (3) your complete performance of all your obligations under this Agreement, including any obligations applicable following termination or expiration of this Agreement.

b.     Membership fee. All Vibe Memberships, with the exception of Day Passes and Private Office memberships, are subject to a month-to-month term, renewing automatically, and are non-refundable and non-transferrable.

c.     During the Term (defined below) of this Agreement, we will process payment for your Membership Fee and other then-outstanding fees, in advance, monthly on the first (1st) business day of each month. The Membership Fee stated in your Membership Agreement covers the Services only for the number of Members indicated in the Membership Agreement. Additional Members will result in additional fees.

d.     The Membership Fee for all Private Office Members will automatically increase by three percent (3%) annually, on the 1st of October.

e.     Invoices and financial information. Vibe Coworks will send or otherwise provide invoices and other billing-related documents, information and notices to the Primary Member, unless a different Billing Contact is indicated on the Membership Details form. Change of the Billing Contact will require notice from the Authorized Signatory in accordance with this Agreement. You may view all charges, past and upcoming, at any time by logging on to the Vibe Member Portal at: members.vibecoworks.com/login.

f.      Overage fees. Each month, you will receive a certain number of credits for conference room use, copies, printouts and other products and services we may offer from time to time, as specified on the Membership Agreement. These allowances may not be rolled over from month to month. If these allocated amounts are exceeded, you will be responsible for paying fees for such overages. All overage fees are subject to increase from time to time.

g.     Form of payment. We accept payments for all amounts specified in this Agreement solely by direct withdrawal from your bank account or by credit card. If you elect to pay via direct withdrawal, you are required to maintain sufficient money in your bank account to pay the fees described in this Agreement and to inform us promptly of any changes to the account. If you elect to pay via credit card, you are required to inform us promptly of any changes to your credit card information and must ensure that you replace such credit card and update the relevant information prior to its expiration date. If payment via credit card fails on two occasions, we may require you to make payments via direct withdrawal.

h.     Outstanding fees. When we receive funds from you, we will first apply funds to any balances that are in arrears and to the earliest month due first. Once past balances are satisfied, any remaining portion of the funds will be applied to current fees due. If any payments remain outstanding after we provide notice to you, we may, in our sole discretion, withhold Services or terminate this Agreement.

i.       No refunds. There are no refunds of any fees or other amounts paid by you or your Members in connection with the Services

j.       Responsibility of payment. In select cases, and for Private Office holders only, we may, as a courtesy, agree to direct invoices for payment to the Accounts Payable department of your employer for direct payment by them. In the event that your company is delinquent or fails to submit payment, you, as the signing member, will be responsible for timely payment in of your membership in full.

9.     Term & Termination.

a.     Term. This Agreement will be effective when signed by both parties (“Effective Date”); provided that we have no obligations to provide you with the Services until the later of (i) the date on which payment of your Security Deposit and first (1st) month’s Membership Fee has cleared or (ii) the Start Date. If the Start Date is a Regular Business Day and you have a private office or dedicated desk membership, you will be entitled to move into your designated space after 8:30 a.m. on the Start Date. If the Start Date is not a Regular Business Day, you will be entitled to move into your designated space after 8:30 a.m. on the first (1st) Regular Business Day after the Start Date. Unless otherwise set forth on the Membership Form, following the Commitment Term, this Agreement shall continue on a month-to-month basis (any term after the Commitment Term is a “Renewal Term”). The Commitment Term and all subsequent Renewal Terms shall constitute the “Term”. If no Commitment Term is indicated on your Membership Details form, the default Commitment Term and all subsequent Renewal Terms shall commence on the Start Date and end one (1) month after the Start Date. This Agreement will continue until terminated in accordance with this Agreement.

b.     Cancellation prior to start date by you. You may cancel this Agreement prior to the Start Date upon delivery of notice to us. If you terminate more than one (1) full calendar month prior to your Start Date, you may be entitled to a refund of your Set-Up Fee, less any applicable charges, expenses or deductions. If you terminate within one (1) full calendar month prior to your Start Date, you will not receive any refund.

c.     Termination after the start date by you. Except as set forth in this section, you may terminate this Agreement by delivering to us the Vibe Coworks Exit Form at least one (1) full calendar month prior to the month in which you intend to terminate this Agreement (“Termination Effective Month”). The termination will become effective on the last Regular Business Day of the Termination Effective Month. For instance, if you would like to terminate this Agreement on the last Regular Business Day of April, the last opportunity to deliver the Exit Form to us would be on March 31. The Exit Form needs to be completely filled out and signed by the Authorized Signatory. The last month’s Membership Fee is not subject to pro rating. You must vacate your Office Space no later than 4:00 p.m. on the last Regular Business Day of the month. Changes in private offices, to the extent that you have already occupied a different private office, will also require compliance with the termination obligations set forth in this Section 5 for the private office being vacated.

d.     Termination or suspension after the start date by us. We may withhold Services or immediately terminate this Agreement: (i) upon breach of this Agreement by you or any Member; (ii) upon termination, expiration or material loss of our rights in the Premises; (iii) if any outstanding fees are still due after we provide notice to you; (iv) if you or any of your authorized Members fail to comply with the terms and conditions of this Agreement or any other policies or instructions provided by us; or (v) at any other time, when we, in our reasonable discretion, see fit to do so. You will remain liable for past due amounts, and we may exercise our rights to collect due payment, despite termination or expiration of this Agreement.

e.     Security deposit. After termination or expiration of this Agreement, we will return any balance of your Security Deposit to you in accordance with Section 4(a) of this Agreement.

f.      Removal of property upon termination. Prior to the termination or expiration of this Agreement, you will remove all of your, your Team Members’, and your or their guests’ property from the Vibe Coworks Premises. After providing you with reasonable notice, we will be entitled to dispose of any property remaining in or on the Private Office of Premises after the termination of this Agreement and will not have any obligation to store such property. You waive any claims or demands regarding such property or our handling of such property. You will be responsible for paying any fees reasonably incurred by us regarding such removal. Following the termination or expiration of this Agreement, we will not forward or hold mail or other packages delivered to us.

10.  House rules and Data Connection and Internet Access Terms of Service. You acknowledge and agree that you have received and reviewed the House Rules and Data Connection and Internet Access Terms of Service, which are incorporated herein and made part of this Agreement by reference.

11.    Technology release. In order to utilize all of the functionalities offered by us, it may be necessary to install software onto your computer, tablet, mobile device or other electronic equipment. From time to time, and at your request, we may also provide you with technical support to troubleshoot problems that you may have in trying to access certain functionalities, such as printing or accessing the Internet. You agree to release us and our agents or affiliates from any and all damages that may arise out of performing such technical support. You further recognize that we offer no express or implied warranties regarding the successful outcome of such technical support.

12.   Insurance. You are responsible for maintaining, at your own expense and at all times during the Term, personal property insurance and commercial general liability insurance covering you and your Team Members for property loss and damage, injury to your Team Members and your Team Members’ guests and prevention or denial of use of or access to, all parts of the Premises, in form and amount appropriate to your business. You will ensure that Vibe Coworks and the landlord of the applicable Premises shall each be named as additional insureds on any such policies of insurance and that you waive any rights of subrogation you may have against Vibe Coworks and the landlord of the Premises. You shall provide proof of insurance upon our request.

13.   Property belonging to Vibe Coworks. Vibe Coworks provides furnishings for your use in all areas. Furnishings provided by Vibe Coworks are the sole property of Vibe and may not be removed from the space. Furnishings may only be moved upon approval of Vibe Coworks staff. If you damage or destroy any of our furnishings, you will be responsible for the full cost of replacement or repair. We do not guarantee the provision of furnishings for any particular purpose or usage.

14.   Use of the Vibe Coworks Name; Photos of the Premises. You may not take, copy or use for any purpose the name “Vibe Coworks” or any of our other business names, trademarks, service marks, logos, trade dress, other identifiers or other intellectual property or modified or altered versions of the same, or take, copy or use for any purpose any pictures or illustrations of any portion of any Vibe Coworks properties, without our prior consent.

15.   Property belonging to you and your guests.

a.     Personal Property. Vibe Coworks is not responsible for the safety or security of any personal property belonging to you, your Team Members, or you guests. Prior to the termination or expiration of your Vibe Membership, you must remove all of your property from our space. After providing you with reasonable notice, we will be entitled to dispose of any property remaining in our space, and you waive any claims or demands regarding such property or our handling of such property. You will be responsible for paying any fees reasonably incurred by us regarding such removal.

b.     Intellectual Property. You grant us permission to use your name, trademark and/or logo to identify you as a Member of Vibe Coworks, alongside those of other Members, on a public-facing “Membership” display on our website: vibecoworks.com. You acknowledge that we may, from time to time, use your name, trademark, and/or logo incidentally and/or in passing in connection with the promotion of our and our partners’ businesses, products and services during and after the Term. To the extent that (i) any such use is objectionable by you, (ii) you notify us of your objections in writing and (iii) provided that we work promptly and in good faith to remove or minimize to the extent reasonably possible under the circumstances the effect of the objected-to conduct, you hereby waive any claims or damages against us relating to such use.

16.    No Liability for Third-Party Actors.

a.     We are not liable for actions of other individuals. We do not control and are not responsible for the actions of other individuals or pets using the Services or at our Premises. You should be aware that other users or members may not be who they claim to be. We do not perform background checks on our users or members nor do we guarantee that our users’ or members’ profiles are accurate. We do not endorse, support or verify the facts, opinions or recommendations of our users or members.

b.     The Services may provide you with access to third party products or services. The Services may also provide you with access to advertisements from our other third-party business partners. We are not responsible for the content of these advertisements or any links, products, services or other materials relating to any third-party products, services, advertisements or other materials. In no event will we be liable, directly or indirectly, to anyone for any damage or loss relating to any use of or reliance on any advertisement on the Services or any products, services or other materials relating to any advertisement. You agree that our making available access to or discounts for these third-party services does not constitute provision of such third-party services by us, and you will look solely to the applicable third party for provision of the applicable third-party services and for compensation for any claims, damages, liabilities or losses you may incur in connection with such third-party services.

17.   Disclaimer of warranties and implied terms. The Services are provided “AS IS”. To the extent permitted by law, we disclaim all warranties and terms, express or implied, with respect to the Services, including warranties, terms or representations as to the availability, operation, performance and/or use of our Services, or any other materials on or accessed via the Services, including any warranties or terms of merchantability, fitness for a particular purpose, title, non-infringement and any implied warranties, terms or indemnification arising from course of dealing, course of performance or usage in trade.

18.   Nature of Relationship and Interest. Your agreement with us is in the commercial equivalent of an agreement for accommodation in a hotel. The whole the Vibe Coworks Premises remains our property and in our possession and control, including your private office, if applicable. We are giving you the right to share with us the use of work space so that we can provide the Services to you. Notwithstanding anything in this Agreement to the contrary, you and we agree that our relationship is not that of landlord-tenant or lessor-lessee and this Agreement in no way shall be construed as to grant you or any Member any title, easement, lien, possession of related rights in our business, the Premises or anything contained in or on the Premises, including the private offices. The Agreement creates no tenancy interest, leasehold estate, or other real property interest. The parties hereto shall each be independent contractors in the performance of our obligations under this Agreement, and this Agreement shall not be deemed to create a fiduciary or agency relationship, or partnership or joint venture, for any purpose. Neither party will in any way misrepresent our relationship.

19. Hold Harmless and Indemnification. You will indemnify and hold harmless Vibe Coworks from and against any and all claims, liabilities, damages and expenses (“Claims”) including reasonable attorneys’ fees, resulting from any breach of these Terms by you or your employees or guests, or your or their invitees or any of your or their actions or omissions, and Vibe Coworks will have sole control over the defense of any such Claims. You are responsible for the actions of and all damages caused by all persons that you or your guests invite to enter any of the Premises. You shall not make any settlement that requires a material act or admission by Vibe Coworks, imposes any obligation upon Vibe Coworks Parties or does not contain a full and unconditional release of Vibe Coworks, without our written consent. Vibe Coworks shall not be liable for any settlement made without its prior written consent.

20.   Waiver of claims. To the extent permitted by law, you, on your own behalf and on behalf of your Team Members, employees, agents, guests and invitees, waive any and all claims and rights against us and our landlords at the Premises and our affiliates and each of our and their employees resulting from injury or damage to, or destruction, theft, or loss of any property or person.

21.   Limitation of liability. The aggregate monetary liability of any Vibe Coworks to you or your Team Members, employees, agents, guests or invitees for any reason and all causes of action will not exceed the total Membership Fees paid by you to us under this Agreement in the twelve (12) months prior to the claim arising. None of the Vibe Coworks parties will be liable under any cause of action, for any indirect, special, incidental, consequential, reliance or punitive damages, including loss of profits or business interruption.

22.  Extraordinary events. Vibe Coworks will not be liable for, and will not be considered in default of breach of this Agreement on account of, any delay or failure to perform as required by this Agreement as a result of any causes or conditions that are beyond our reasonable control, including without limitation (i) any delays or changes in construction of, or Vibe Coworks’ ability to procure any space in, any Premises, and (ii) any delays or failure to perform caused by conditions under the control of our landlord at the applicable Premises.

23. Venue/Jurisdiction. Any dispute arising under this Agreement shall be governed by, and subject to the laws of the State of Washington. The parties agree to submit and consent to the exclusive jurisdiction of the State of Washington and should litigation arise, agree that such litigation shall be conducted in the courts of Kitsap County, Washington.

Last updated: September 11, 2020

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Effective as of May 01, 2022