Last updated June 01, 2024
AGREEMENT TO OUR LEGAL TERMS
We are Go Spaces LLC, doing business as GoSpaces, Go Spaces Community, Go Spaces Consulting, and Go Spaces Coworking (“Company,” “we,” “us,” “our“)Washington, United States at 33530 1st Way S Suite 102, Admin office, Federal Way, WA 98003.
We operate the website https://letsgospaces.com (the “Site“), as well as any other related products and services that refer or link to these legal terms (the “Legal Terms“) (collectively, the “Services“). We provide a comprehensive coworking marketplace and with a back office solution.
You can contact us by email at [email protected] or by mail to 33530 1st Way S Suite 102, Admin office, Federal Way, WA 98003, United States.
These Legal Terms constitute a legally binding agreement made between you, whether personally or on behalf of an entity (“you“), and Go Spaces LLC, concerning your access to and use of the Services. You agree that by accessing the Services, you have read, understood, and agreed to be bound by all of these Legal Terms. IF YOU DO NOT AGREE WITH ALL OF THESE LEGAL TERMS, THEN YOU ARE EXPRESSLY PROHIBITED FROM USING THE SERVICES AND YOU MUST DISCONTINUE USE IMMEDIATELY.
TABLE OF CONTENTS
1. OUR SERVICES
Membership License Agreement
This Membership License Agreement (“Agreement”) between Go Spaces, LLC, a corporation duly organized and existing under the laws of the State of Washington, with its principal place of business located at 33530 1st Way S Suite 102, Federal Way, WA 98003 (“Licensor”)
Article I: Grant of License
1.1 License Grant: Licensor hereby grants to Licensee a nonexclusive, nontransferable, revocable license to use the “Go spaces” trademarks and associated branding (collectively, “Trademarks”) solely in connection with the operation of a coworking and community space at the designated location (“Premises”). This license includes the use of Licensor’s proprietary software for membership management and payment processing, and access to an online community portal (collectively, “Services”).
1.2 Restrictions: Licensee shall not use the Trademarks for any purpose other than as expressly permitted under this Agreement. Licensee shall not alter, modify, or change the Trademarks in any manner without prior written consent from Licensor.
1.3 Comprehensive use of Go spaces and IP restrictions: Licensee agrees to use the Trademarks and Services solely for the operation of the designated coworking and community space and shall not engage in any activity that could harm the reputation of Licensor or the value of its Trademarks and Services. This includes refraining from any illegal activities, misuse of the provided software, or actions that would constitute trademark dilution or infringement.
Article II: Intellectual Property Ownership and Protection
2.1 Ownership: All rights, title, and interest in the Trademarks and Services, including any modifications or improvements thereto, shall remain with Licensor. Licensee acknowledges that nothing in this Agreement shall give Licensee any right, title, or interest in the Trademarks other than the right to use the Trademarks as provided herein.
2.2 Protection of Trademarks: Licensee agrees to use the Trademarks strictly in accordance with Licensor’s brand guidelines and to cooperate fully with Licensor in maintaining the validity and enforceability of the Trademarks. Licensee agrees to immediately cease any use of the Trademarks upon request by Licensor if such use is deemed by Licensor, in its sole discretion, to be improper or detrimental to the Trademarks.
2.3 Notification of Infringements: Licensee shall promptly notify Licensor of any unauthorized use of the Trademarks or any other breach of Licensor’s intellectual property rights of which Licensee becomes aware. Licensee shall assist Licensor, at Licensor’s expense, in protecting the Trademarks.
2.4 IP Compliance and Enforcement: Licensee shall comply with all applicable intellectual property laws and regulations in connection with their use of the Trademarks and Services. Licensee agrees to cooperate fully with Licensor in any action deemed necessary by Go spaces to enforce its IP rights, including but not limited to litigation or other legal proceedings.
2.5 Modification and Approval of Marketing Materials: Licensee must submit all marketing materials and public communications involving the Licensor Trademarks for approval by Licensor before their release or use. Licensor reserves the right to require changes to or disapprove any materials that do not comply with its brand guidelines or that could otherwise harm the Trademarks’ distinctiveness or reputation.
2.6 Branding Guidelines: Licensor shall provide Licensee with a branding kit containing guidelines for the proper use of the Trademarks. Licensee agrees to strictly adhere to these guidelines in all use of the Trademarks.
Article III: Indemnification
3.1 Indemnification: Licensee agrees to indemnify, defend, and hold harmless Licensor and its officers, directors, employees, agents, affiliates, successors, and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including reasonable attorneys’ fees) arising out of or relating to Licensee’s use of the Trademarks and Services, except for such claims arising from the Licensor’s willful misconduct. This indemnification includes, but is not limited to, any breach of intellectual property laws or any unauthorized use, reproduction, modification, or use of the Trademarks and Services.
Article IV: Confidentiality
4.1 Confidentiality: Both parties agree to maintain the confidentiality of any proprietary or confidential information related to the Trademarks and Services disclosed during the term of this Agreement. Such information shall not be disclosed to third parties without prior written consent from Licensor and shall be protected with no less diligence than that which the recipient uses to protect its own confidential information.
Article V: Revenue Share and Reporting
5.1 Revenue Share Model: The revenue share between Licensor and Licensee shall be determined based on the gross revenue generated from sales of services at the Licensed Premises, without deduction for operational expenses. The percentage of revenue share is contingent upon the source of the lead, as detailed in the following tiered structure:
Definitions:
a. Direct by Licensor: Refers to leads generated through Licensor’s marketing efforts or direct referrals.
b. Direct by Licensee: Refers to leads generated through Licensee’s independent marketing efforts or direct referrals.
c. Go spaces Platform: Refers to leads generated through the online community portal, or any other digital platform provided by Licensor.
d. Joint Marketing Efforts: Refers to leads generated through collaborative marketing efforts between Licensor and Licensee.
5.2 Payment and Reporting:
5.2.1 Payment Schedule: Licensee shall remit the applicable revenue share to Licensor on a monthly basis, no later than the 15th day of the following month.
5.2.2 Reporting: Along with each payment, Licensee shall provide a detailed report outlining the gross revenue generated, categorized by the lead source, and the calculation of the revenue share due to Licensor.
5.3 Audit Rights: Licensor shall have the right, upon reasonable notice and not more than once per calendar year, to audit the books and records of Licensee related to the revenue generated under this Agreement. Any such audit shall be conducted during regular business hours in a manner that does not unreasonably interfere with Licensee’s business operations.
5.4 Adjustments: If any discrepancies are found during an audit that result in underpayment to Licensor, Licensee shall promptly remit the outstanding amount to Licensor. If the underpayment exceeds 5% of the total amount due for the audited period, Licensee shall also be responsible for the cost of the audit.
Article VI: Governing Law and Dispute Resolution
6.1 Governing Law: This Agreement shall be governed by and construed in accordance with the laws of the State of Washington, without giving effect to any choice or conflict of law provision or rule.
6.2 Dispute Resolution: Any dispute, controversy, or claim arising out of or relating to this Agreement, or the breach, termination, or invalidity thereof, shall be resolved through mediation. If mediation is unsuccessful, the dispute shall be settled by arbitration in accordance with the rules of the American Arbitration Association.
Article VII: Assignment and Transfer
7.1 Assignment and Transfer: Neither party may assign or transfer this Agreement, in whole or in part, without the prior written consent of the other party. However, in the event of a sale of either entity, the rights and obligations under this Agreement shall be automatically transferred to the acquiring entity.
Article VIII: Miscellaneous
8.1 Entire Agreement and Amendments: This Agreement constitutes the entire understanding between the parties with respect to the subject matter hereof and supersedes all prior agreements, understandings, negotiations, and discussions, whether oral or written. This Agreement may not be amended or modified except in writing signed by both parties.
2. INTELLECTUAL PROPERTY RIGHTS
Our intellectual property
other intellectual property rights and unfair competition laws) and treaties in the United
States and around the world.
Your use of our Services
- access the Services; and
- download or print a copy of any portion of the Content to which you have properly gained access.
- solely for your personal, non-commercial use or internal business purpose.
Your submissions and contributions
- confirm that you have read and agree with our “PROHIBITED ACTIVITIES” and will not post, send, publish, upload, or transmit through the Services any Submission nor post any Contribution that is illegal, harassing, hateful, harmful, defamatory, obscene, bullying, abusive, discriminatory, threatening to any person or group, sexually explicit, false, inaccurate, deceitful, or misleading;
- to the extent permissible by applicable law, waive any and all moral rights to any such Submission and/or Contribution;
- warrant that any such Submission and/or Contributions are original to you or that you have the necessary rights and licenses to submit such Submissions and/or Contributions and that you have full authority to grant us the above-mentioned rights in relation to your Submissions and/or Contributions; and
- warrant and represent that your Submissions and/or Contributions do not constitute confidential information.
3.USER REPRESENTATIONS
4.USER REGISTRATION
You may be required to register to use the Services. You agree to keep your password confidential and will be responsible for all use of your account and password. We reserve the right to remove, reclaim, or change a username you select if we determine, in our sole discretion, that such username is inappropriate, obscene, or otherwise objectionable.
5.PURCHASES AND PAYMENT
6. SUBSCRIPTIONS
We may, from time to time, make changes to the subscription fee and will communicate any price changes to you in accordance with applicable law.
7.PROHIBITED ACTIVITIES
- Systematically retrieve data or other content from the Services to create or compile, directly or indirectly, a collection, compilation, database, or directory without written permission from us.
- Trick, defraud, or mislead us and other users, especially in any attempt to learn sensitive account information such as user passwords.
- Circumvent, disable, or otherwise interfere with security-related features of the Services, including features that prevent or restrict the use or copying of any Content or enforce limitations on the use of the Services and/or the Content contained therein.
- Disparage, tarnish, or otherwise harm, in our opinion, us and/or the Services.
- Use any information obtained from the Services in order to harass, abuse, or harm another person.
- Make improper use of our support services or submit false reports of abuse or misconduct.
- Use the Services in a manner inconsistent with any applicable laws or regulations.
- Engage in unauthorized framing of or linking to the Services.
- Upload or transmit (or attempt to upload or to transmit) viruses, Trojan horses, or other material, including excessive use of capital letters and spamming (continuous posting of repetitive text), that interferes with any party’s uninterrupted use and enjoyment of the Services or modifies, impairs, disrupts, alters, or interferes with the use, features, functions, operation, or maintenance of the Services.
- Engage in any automated use of the system, such as using scripts to send comments or messages, or using any data mining, robots, or similar data gathering and extraction tools.#
- Delete the copyright or other proprietary rights notice from any Content.
- Attempt to impersonate another user or person or use the username of another user.
- Upload or transmit (or attempt to upload or to transmit) any material that acts as a passive or active information collection or transmission mechanism, including without limitation, clear graphics interchange formats (“gifs”), 1×1 pixels, web bugs, cookies, or other similar devices (sometimes referred to as “spyware” or “passive collection mechanisms” or “pcms”).
- Interfere with, disrupt, or create an undue burden on the Services or the networks or services connected to the Services.
- Harass, annoy, intimidate, or threaten any of our employees or agents engaged in providing any portion of the Services to you.
- Attempt to bypass any measures of the Services designed to prevent or restrict access to the Services, or any portion of the Services.
- Copy or adapt the Services’ software, including but not limited to Flash, PHP, HTML, JavaScript, or other code.
- Except as permitted by applicable law, decipher, decompile, disassemble, or reverse engineer any of the software comprising or in any way making up a part of the Services.
- Except as may be the result of standard search engine or Internet browser usage, use, launch, develop, or distribute any automated system, including without limitation, any spider, robot, cheat utility, scraper, or offline reader that accesses the Services, or use or launch any unauthorized script or other software.
- Use a buying agent or purchasing agent to make purchases on the Services.
- Make any unauthorized use of the Services, including collecting usernames and/or email addresses of users by electronic or other means for the purpose of sending unsolicited email, or creating user accounts by automated means or under false pretenses.
- Use the Services as part of any effort to compete with us or otherwise use the Services and/or the Content for any revenue-generating endeavor or commercial enterprise.
- Use the Services to advertise or offer to sell goods and services.
- Sell or otherwise transfer your profile.
8.USER GENERATED CONTRIBUTIONS
- The creation, distribution, transmission, public display, or performance, and the accessing, downloading, or copying of your Contributions do not and will not infringe the proprietary rights, including but not limited to the copyright, patent, trademark, trade secret, or moral rights of any third party.
- You are the creator and owner of or have the necessary licenses, rights, consents, releases, and permissions to use and to authorize us, the Services, and other users of the Services to use your Contributions in any manner contemplated by the Services and these Legal Terms.
- You have the written consent, release, and/or permission of each and every identifiable individual person in your Contributions to use the name or likeness of each and every such identifiable individual person to enable inclusion and use of your Contributions in any manner contemplated by the Services and these Legal Terms.
- Your Contributions are not false, inaccurate, or misleading.
- Your Contributions are not unsolicited or unauthorized advertising, promotional materials, pyramid schemes, chain letters, spam, mass mailings, or other forms of solicitation.
- Your Contributions are not obscene, lewd, lascivious, filthy, violent, harassing, libelous, slanderous, or otherwise objectionable (as determined by us).
- Your Contributions do not ridicule, mock, disparage, intimidate, or abuse anyone.
- Your Contributions are not used to harass or threaten (in the legal sense of those terms) any other person and to promote violence against a specific person or class of people.
- Your Contributions do not violate any applicable law, regulation, or rule.
- Your Contributions do not violate the privacy or publicity rights of any third party.
- Your Contributions do not violate any applicable law concerning child pornography, or otherwise intended to protect the health or well-being of minors.
- Your Contributions do not include any offensive comments that are connected to race, national origin, gender, sexual preference, or physical handicap.
- Your Contributions do not otherwise violate, or link to material that violates, any provision of these Legal Terms, or any applicable law or regulation.
Any use of the Services in violation of the foregoing violates these Legal Terms and may result in, among other things, termination or suspension of your rights to use the Services.