Legal Agreement: Terms of Service

  1. Scope of Agreement. This Agreement is between the Member and Rensin Ventures LLC dba S&P Work Lab, together with its directors, officers, members, managers, employees, agents, contractors and representatives (collectively “S&P Work Lab”).
  2. Description of Services. S&P Work Lab may provide you with access to its premises, office space, work stations, internet access, office equipment, facilities, technology, conference space, knowledge resources, and other products and/or services as S&P Work Lab may offer from time to time pursuant to the Membership Agreement (“Membership Agreement”) to which this TOU is attached (collectively, “Services”). The Services at all times are subject to the Membership Agreement, this TOU and any and all rules and/or regulations promulgated, orally or in writing, by S&P Work Lab at any time.
  3. 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. At all times, you agree to comply with all federal, state and local laws applicable to your use of the Services. You may not use the Services in any manner that could damage, disable, overburden, or impair any S&P Work Lab server, or the network(s) connected to any S&P Work Lab 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 S&P Work Lab server or to any of the Services, through hacking, password mining or any other means. You may not obtain or attempt to obtain any materials or information through any means not intentionally made available through the Services. You hereby represent and warrant that you have all requisite legal power and authority to enter into the Membership Agreement and abide by the terms and conditions of this TOU 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.
  4. 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 and agree that S&P Work Lab disclaims any and all liability to you with respect to your access, participation in, and/or use of the Services, or any loss of information resulting from such use or participation, or any loss, damage or destruction of any personal property that you may bring onto the S&P Work Lab premises.
  5. Disclaimer of Warranties. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, S&P WORK LAB 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.
  6. Exclusion of Incidental, Consequential and Certain Other Damages. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL S&P WORK LAB 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 SPECIAL, INCIDENTAL, INDIRECT, PUNITIVE, OR CONSEQUENTIAL 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, 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 S&P WORK LAB, AND EVEN IF S&P WORK LAB HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
  7. Limitation of Liability and Remedies. NOTWITHSTANDING ANY DAMAGES THAT YOU MIGHT INCUR FOR ANY REASON WHATSOEVER (INCLUDING, WITHOUT LIMITATION, ALL DAMAGES REFERENCED ABOVE), THE ENTIRE LIABILITY OF S&P WORK LAB 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 TWO HUNDRED NINTY NINE DOLLARS (USD $299.00). THE FOREGOING LIMITATIONS, EXCLUSIONS AND DISCLAIMERS (INCLUDING SECTIONS 5 AND 6 ABOVE) SHALL APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EVEN IF ANY REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
  8. Termination. S&P Work Lab reserves the right to terminate any Service at any time. S&P Work Lab 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 the Membership Agreement. YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT NEITHER THE SERVICES PROVIDED BY S&P WORK LAB NOR THIS AGREEMENT SHALL IN ANY MANNER CONSTITUTE A LANDLORD/TENANT RELATIONSHIP, AND S&P WORK LAB 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.
  9. Liability and Indemnification. You are solely responsible for any loss or damage caused by you, whether directly or indirectly, to any property (real, personal, or otherwise) of S&P Work Lab or any other person and/or entity using any part of the S&P Work Lab premises. You authorize S&P Work Lab to charge you for any expense incurred in connection with the repair, removal, replacement, or mitigation of any damaged or lost property. You release, and hereby agree to indemnify, defend and save harmless S&P Work Lab and S&P Work Lab’s subsidiaries (whether or not wholly-owned), affiliates, divisions, and their past, present and future officers, agents, shareholders, members, representatives, employees, successors and assigns, jointly and individually, from and against all claims, liabilities, losses, damages, costs, expenses (including, without limitation, reasonable attorney’s fees), judgments, fines and penalties based upon or arising out of your negligent actions, errors and omissions, willful misconduct and/or fraud in connection with your membership, participation in, access to, or use of the Services. You further agree in the event that you bring a claim or lawsuit in violation of this agreement, you shall be liable for any attorneys’ fees and costs incurred by S&P Work Lab or its respective officers and agents in connection with the defense of such claim or lawsuit.
  10. Risk of Loss. S&P Work Lab is not responsible for any personal property or belongings which you bring onto or into the S&P Work Lab premises or use in connection with any Services. The risk of any such loss is on you. You shall remove any personal property upon termination of this Agreement. Any personal property remaining on the S&P Work Lab premises after termination of this Agreement will be disposed of by S&P Work Lab at its sole discretion.
  11. Governing Law and Venue. The rights and obligations of the parties hereunder shall be governed by, and this TOU and the Membership Agreement, shall be construed and enforced in accordance with, the laws of the State of Ohio. Venue for the resolution of any dispute arising out of this TOU and the Membership Agreement shall be Cleveland, Ohio.
  12. Entire Agreement. This TOU and the Membership Agreement constitute the entire agreement between the parties pertaining to the subject matter contained therein, and supersede all prior and contemporaneous agreements, representations, and understandings of the parties pertaining to such subject matter.
  13. Severability. In the event that any provision or portion of this TOU or the Membership Agreement is determined to be invalid, illegal or unenforceable for any reason, in whole or in part, the remaining provisions of this TOU and/or the Membership Agreement shall be unaffected thereby and shall remain in full force and effect to the fullest extent permitted by applicable law.
  14. Waivers. No waiver shall be binding on S&P Work Lab unless executed in writing by an authorized representative of S&P Work Lab.
  15. Successors and Assigns. This TOU and the Membership Agreement shall be binding on your heirs, legal representative, successors and assigns.
  16. No Assignment. In no event may you assign in whole or in part your membership or use of the Services, without the advance written consent of S&P Work Lab.
  17. Notice. All notices, requests, demands or other communications for which this TOU and the Membership Agreement provides shall be in writing and shall be addressed at the following addresses: If to S&P Work Lab: S&P Work Lab, 2121 St. Clair Cleveland, Ohio 44114 Attn: Renee Singleton, CEO If to you: At the address set forth in the Membership Agreement, or such other address as any party may designate in writing. All notices under this TOU and the Membership Agreement shall be effective: (a) forty-eight (48) hours after deposit in the U.S. Mail, postage prepaid, registered or certified mail, return receipt requested; (b) upon delivery, if delivered in person to the address set forth above; or (c) upon delivery, if sent by commercial express service, such as Federal Express, except that notices of change of address shall be effective upon receipt.
  18. Attorney's Fees. If S&P Work Lab shall bring any action for any relief against you arising out of this TOU and the Membership Agreement, the losing party shall pay to the prevailing party a reasonable sum for attorneys' fees and costs incurred in bringing such suit and/or enforcing any judgment granted therein, all of which shall be deemed to have accrued upon the commencement of such action and shall be paid whether or not such action is prosecuted to judgment.
  19. Modification. S&P Work Lab may in its sole discretion, upon written notice, change the Terms of Use or the rules and regulations relating to the use of the Services.