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Legal Agreement: Terms of Service

PLEASE READ THIS MEMBERSHIP AGREEMENT CAREFULLY.  BY ACCEPTING THE TERMS OF THIS AGREEMENT BY CLICKING THE “I AGREE” BOX BELOW, YOU ARE ENTERING INTO A LEGALLY-BINDING CONTRACT WITH INNOVATION MANAGEMENT INC (“IMI”). THIS AGREEMENT INCORPORATES THE TERMS OF THE INNOVATION HUB HANDBOOK, WHICH CONTAINS IMPORTANT TERMS AND CONDITIONS REGARDING YOUR LEGAL RIGHTS AND OBLIGATIONS. YOU ARE ENCOURAGED TO CAREFULLY READ THIS AGREEMENT AND THE HANDBOOK BEFORE ACCEPTING THE TERMS OF THIS AGREEMENT.

STAUNTON INNOVATION HUB

Click HERE for a printable version of the IMI Handbook 

MEMBERSHIP AGREEMENT

This Membership Agreement (this “Agreement”) is an agreement between Innovation Management Incorporaged, LLC, a Virginia limited liability company (referred to herein as “we” in its various grammatical forms) and the undersigned member (referred to herein, as “you” in its various grammatical forms), and governs your use of an office, dedicated desk, or co-working space at The Innovation Hub(s) which are located at 32 N. Augusta Street, 11 North Central, Staunton VA 24401,  128 W Market St, Harrisonburg, VA 22801, and 101 East Main St., Suite 102, Waynesboro, Virginia, 22980 (the “Hub” or “IMI”). This Agreement grants certain licenses and rights to you. It does not constitute or create a lease or a sublease and you are not and will not be our tenant. 

 

By becoming a Member, you confirm that you have read and understood the entire IMI Handbook, including this Agreement, and you agree to abide by all the terms and conditions contained herein.



  1. Handbook. The Hub Handbook (the “Handbook”) includes the rules and regulations that apply to all Hub Members (and their employees and agents) and important legal terms, include releases of liability and indemnification obligations. The terms of the Handbook constitute part of and are incorporated into this Agreement. We encourage you to carefully read the Handbook. 

Updates: We will reasonably update the Handbook from time to time as described in the Handbook.  Members will be notified via email of any handbook updates, and it is the member’s responsibility to review all updates. If you do not agree to the updated terms and conditions, you may terminate this Agreement by providing written notice to IMI within three (3) business days of receiving the updated Handbook. If you do not provide such notice within the three-day period, the updated terms and conditions will be considered accepted by you, and you will be held to the revised content.

If you disagree with any of the terms of an updated Handbook, your sole remedy shall be to terminate your membership within three (3) days of the notice provided at the Proximity portal. Any such termination shall be without penalty, and you will receive a prorated refund for the current month.

 

  1. Background Check. The Hub will run a background check on all persons applying for membership requiring 24/7 access. Our aim is not to exclude prospective members with a criminal history from gaining entry to the space, but rather to protect the members and culture from those who might pose a security or safety risk. 

 

Applying member will submit and pay for a background check ($36) through the IMI’s screening service. This is to ensure your private information stays private.

 

  1. Term. IMI reserves the right to grant or deny a membership application in its sole discretion. If your membership application is accepted, this Agreement will commence on the effective date stated below and will continue on a month-by-month basis until terminated as described in the Handbook.  IMI also reserves the right to terminate membership as explained in the handbook.  You will have certain obligations that continue beyond the termination of your membership in IMI as described in the Handbook
  2. Corporate Members. If you are a company, entity, or organization (a “Corporate Member”), the individual who is completing the Application represents and warrants that he/she has full authority to enter into this Agreement on behalf of such Corporate Member. As set forth in the Handbook:
  • Each of your employees and contractors who use the Hub must complete a separate membership application form.
  • You shall be responsible for any violations of the terms of the Handbook by any of your employees or contractors who use the Hub.
  1. Reservation Cancellation. Reservations may be canceled up to 24 hours before the event. If the reservation is canceled, no refunds will be issued. A space credit will be given that can be used for future reservations or membership costs.
  2. Additional Legal Statement. By accepting the terms of this Agreement, you agree that:
  • You are entering into a legally binding contract with Innovation Management Incorporated, LLC.
  • This Agreement incorporates all terms of the IMI Handbook.



 





 

MEMBER HANDBOOK/ BUILDING INFORMATION

 

INTRODUCTION 

 

SHARED SPACE, RESOURCES & COMMUNITY

 

Membership entitles individuals to use IMI exclusively for the operation, maintenance, and management of one’s business and activities. Other uses of the space are not permitted unless prior approval is received by IMI Staff.

 

Shared Space Code of Conduct

IMI is a shared, inclusive environment. These guidelines are meant to support a welcoming and productive workspace for everyone. Please follow the expectations below:

  • Attire: Wear shirts and shoes at all times. Clothing must be appropriate for public settings and free of offensive content.
  • Hygiene: Maintain personal cleanliness out of respect for others sharing the space.
  • Napping: Short naps are allowed only in designated areas. No overnight sleeping or extended naps during the day. Avoid napping in public areas.
  • No Residential Use: IMI is a professional space and may not be used as a residence. No overnight stays or storage of household items.
  • Noise: Keep volumes reasonable. Calls and small meetings are fine, but if your noise disrupts others, you may be asked to move or quiet down.
  • Cleanliness: Keep your work area tidy. Shared spaces should be left clean for the next person. Dispose of trash properly and clean up after yourself.
  • Reservations: Book all meeting and event spaces through Proximity. Reset the room after use.
  • Amenities: Use free perks like coffee, printing, and meeting rooms responsibly. Misuse may lead to removal of access or added fees.
  • Equipment & Maintenance: IMI maintains all standard equipment. Any damages beyond normal use are the responsibility of the member who reserved the space. Report issues to staff promptly.

These guidelines aren’t exhaustive. When in doubt, choose courtesy and professionalism.

 

For the safety of all IMI members and the IMI building, the following are prohibited:

  • The use of additional appliances beyond those provided in the breakroom (this includes, but is not limited to coffee makers and refrigerators)
  • The use of a surge protector connected to surge protector
  • The use of extension cords
  • The use of space heaters
  • Open flames
  • Trip hazards or items blocking exit pathways (follow City of Staunton Fire & Safety Rules and Regulations)

 

Guests

IMI defines a guest as someone not otherwise associated with the core business of the member. An example would be a friend from out of town that needs a place to work for the day, but doesn’t otherwise work with your business. Members are welcome to invite guests to IMI for the purpose of business meetings or events. If a guest enjoys the IMI environment and stays at IMI for five hours or longer, the hosting member must reserve a meeting room or purchase a Day Pass for the guest. If a member wants to have 2 or more guests at any time, the hosting member must reserve a meeting room, meet in a member suite or meet in the breakroom.

 

Rates for private rental of conference rooms for non-members can be provided upon request. These conference room hours can be purchased for $35 an hour (this rate is subject to increase from time to time).  Members are responsible for their guests’ behavior. 

 

Reception Desk  

The reception desk in the warehouse coworking/break area is for the exclusive use of a IMI staff member. This person is there to serve the IMI as a whole and will offer guidance for any visiting guests or member clients, but will not act as a personal receptionist for any individual business. This also means that the IMI staff member will be unable to offer a personal escort to offices or individual members. 



 

WORKSPACES

Office Space

 

All office members will be charged a, non-refundable turnover fee upon signing the office lease. This will cover standard usage and office turnover services such as door signage, carpet cleaning and painting under normal wear and tear. This fee will be applied each time a person switches offices.

 

Anything hung on the walls must be done with small picture hanging nails. No large nails or screws of any size are allowed in the walls. Anyone who pierces the walls will be responsible for the payment of repair and repainting. If there are any damages, IMI will use the card on file as payment for those repairs, unless other arrangements are made. 

 

Private offices will be furnished with a desk(s), chair(s) and whiteboard(s). Additional furniture must be pre-approved by IMI.  Other furniture in the facility such as shared chairs, desks, tables, lamps, etc, may not be relocated to private offices.  These common resources are for the benefit of all.  

 

IMI will provide regular janitorial service to the common areas. For members with private offices, a vacuum will be available but IMI will not provide janitorial services to these offices. If you would like janitorial services, the IMI community manager can connect you with the cleaning company that services the entire building. For your convenience, IMI can add the cost of bi-weekly janitorial services to your bill.

 

Please alert staff if any cleaning/maintenance needs to be done to office that have been occupied for long periods of time.

 

EQUIPMENT AND SUPPLIES

 

Members are permitted to use the equipment owned or leased by IMI and located throughout the IMI space. All equipment can be borrowed from the IMI staff desk. In order to ensure availability, members should make requests with at least 24 hours of advanced notice. 

 

Faxing

IMI does not have a faxing service. We suggest registering with an online service such as Smartfax or Freefax. This will allow you to send personalized faxes. You may scan documents to a PDF using the multifunction machines throughout IMI, and then fax using one of the above referenced services. We are working toward making faxing one of the services available to members at all locations. 

 

 

SUPPORT

 

Building Access

 

Doors will be locked from 5:30 pm – 7:30am and on weekends/federal holidays. The last person to leave a room or the last person to leave the building for the night should turn off lights. All co-working space members who do not have an after-hours and weekend membership must leave the building by 5:30 pm each weekday.

 

For private office, dedicated desk, and co-working space members with after-hours and weekend access, after-hours building access will be via the Proximity app on your Bluetooth or NFC-enabled cell phone. Fobs, cards, and access codes will not be provided. Your access to the building is not transferable and should not be lent out at any time for any reason.

 

Lending building access will result in termination. If a member loses its access device, it must notify IMI staff immediately. If a member’s access device is reissued, such member may be responsible for paying for a replacement if lost or damaged.

 

Signage

All private office members are encouraged to put up their logo or company name on the door or glass of private offices. The vinyl logo is included in the office turnover fee. Private office members must order through a IMI team member to assure it is an approved material and size. No signs or logos may be displayed on any exterior-facing windows without the prior approval of the IMI staff.

 

PROHIBITED ACTIVITIES

General

  • Providing false information to IMI
  • Smoking/vaping within 50 feet of the building or property. A designated smoking area will be offered (SIH:in the alleyway connecting Augusta St and Central Ave). 
  • Soliciting services or products to other members or visitors
  • Defaming, abusing, harassing, stalking, threatening, or otherwise violating the legal rights (such as rights of privacy and publicity) of others
  • Using  profane  language  or  engaging  in  conduct  that is offensive to a class or group of individuals
  • Drug use, unruly behavior, verbal and physical violence, or threatening behavior
  • Stealing or damaging the property of IMI or another member 
  • Violating any applicable laws or regulations

 

Technology Services

When using the Internet or other technology services provided by IMI (the “Technology Services”), in addition to the conduct proscribed above, members are specifically prohibited from:



  • Using the Technology Services in connection with contests, pyramid schemes, chain letters, junk email, spamming, or any duplicative or unsolicited message (commercial or otherwise)
  • Publishing,   posting,   uploading,   distributing, or   disseminating   any  inappropriate,  profane, defamatory, obscene, indecent, or unlawful topic, name, material, or information
  • Uploading, or otherwise making available, files that contain images, photographs, software, or other material protected by intellectual property laws, including, by way of example, and not as limitation, copyright or trademark laws (or by rights of privacy or publicity) unless the member owns or controls the rights thereto or has received all necessary consent to do the same
  • Using any material or information, including images or photographs, which are made available through the Technology Services in any manner that infringes any copyright, trademark, patent, trade secret, or other proprietary right of any party
  • Uploading files that contain viruses, Trojan Horses, worms, time bombs, cancelbots, corrupted files, or any other similar software or programs that may damage the operation of another’s computer or property of another
  • Downloading  any  file(s)  that a member knows, or reasonably should know, cannot be legally downloaded, reproduced, displayed, performed, and/or distributed in such manner
  • Restricting or inhibiting any other user from using and enjoying the Technology Services; Engaging in the mining of cryptocurrency
  • Harvesting or otherwise collecting information about others, including email addresses, without authorization or consent;
  • Creating a false identity
  • While uniqueness is encouraged, and members should feel free to express themselves and their views, members are expected to act at all times in a civil and socially-responsible manner that is consistent with the mission of IMI. IMI reserves the right to terminate the membership of any member if such member engages in conduct which IMI determines is incompatible with the mission of IMI even if such conduct is not expressly prohibited in this Handbook.




MEMBERSHIP & FEES

 

Membership and Fees

IMI offers various levels of membership, including: private office membership, dedicated desk membership and co-working space membership. All memberships (except anchor tenant memberships) run on a month-to-month basis. IMI does not grant refunds for unused membership days.

 

IMI will adjust membership fees annually, at a rate of 5%. In addition to the monthly fees, all 24/7 members must pay $36 for a background check and private office members must pay a turnover fee (both non-refundable). If an organization has multiple employees using the space with 24/7 access, each employee must submit a background check from the IMI’s approved provider, each incurring a $36 fee. For more information on the background checks, read the section in the “Membership Agreement” (p. 3) and/or ask the executive director or community manager. 

 

SPECIAL NOTE TO THOSE WHO RENT MULTIPLE OFFICES: For any member who rents THREE or more offices, we will require a signed agreement where the member commits to no less than 1 year of membership. Additionally, the member will give at least 90 days notice of termination of the membership agreement OR will pay the equivalent of three months rent for the spaces they rent.

 

IMI is open 24/7 to its members, except those co-working members who have a limited-hour weekly membership. Members must keep doors locked and closed after business hours, only allowing known guests into the building.




Membership Cancellation

Except for anchor tenant members, a private office member may cancel its membership by providing IMI with at least 30 days prior notice of cancellation through Proximity. Cancellation by a private office member will take effect on the last day of the month following the 30-day notice period. For example, if cancellation notice is provided on June 15, 2018, cancellation will take effect on July 31,2018. Upon cancellation, members are automatically switched to a community membership to continue to have access to the online community, newsletters and IMI. Membership cancellation without switching to a community membership includes deactivation of membership profile, removal from online communities and communications, and no member access to the workspace. On cancellation of membership, members shall return all IMI property, including any keys and/or access cards and remove all property— including mail.

 

Membership Termination

IMI may terminate membership if a member fails to pay any membership fees in a timely manner, if a member fails to abide by any term of this Handbook, if IMI deems that a member is abusing a resource, or for any other reason unless prohibited by law.

 

Corporate Members and Employees/Contractors

If a member is a company, organization or other entity (a “Corporate Member”), and such Corporate Member needs to terminate an employee or contractor who has access to IMI, IMI staff must be notified so that they can remove building access and remove such employee or contractor from the IMI system. Corporate Members are responsible for the acts and omissions of their employees, contractors and other agents while using IMI and violations of this Handbook by an employee or contractor of a Corporate Member may result in the termination of such Corporate Member’s membership.



New employees and contractors of a Corporate Member who will have access to IMI must complete an orientation and sign a membership agreement form and handbook. Corporate Members are asked to notify IMI staff at least one week before an employee or contractor starts and to schedule an on-boarding session with IMI staff.

 

Children And Pets

Children are allowed in the IMI for quick visits. When a member’s child is in IMI, the child  is the responsibility of such member. If the child becomes a disruption or distraction to other members, the member is expected to remove the child to a more appropriate location. 

Dogs are the only pets allowed in the IMI at this time. Members must be responsible for any messes or disruption their pets may cause. All dogs must be up to date on vaccinations. Hub staff reserves the right to ask you to take your pet home if the disruptive behavior is affecting the work of others. 




PAYMENTS

 

Payment

Membership fees are billed monthly on the 1st of each month in advance of that month’s usage. Meeting room rentals and other resources are billed upon booking.

 

Unless special arrangements are made, all payment is processed through Proximity. Members can add a card or bank account on file through Proximity. Proximity will automatically raise an invoice and charge the card or bank account on file on the first of the month. It is the responsibility of the member to add an initial card or bank account upon joining, and update the card or account as needed. By signing below, the member gives permission for IMI to automatically charge funds from the card or account that is associated with their Proximity account. Note: there is a 2% fee for every charge to a credit or bank card. There is no fee for an automatic bank draft. 

 

Missed Payments

Should the collection of payment be declined, not received by the 1st of the month, or date of invoice, members will be automatically notified through Proximity THREE times via email and have 5 days from the time of notice to reconcile the payment. If the account is not reconciled within 15 days, it may be subject to collections and/or termination. IMI may suspend a member’s access to IMI (including by de-activating its access permissions to the building(s)) without notice to such member if such member is delinquent in paying any membership fees or other amounts owed by such member in connection with its membership in IMI.

 

LEGAL INFORMATION

 

CONFIDENTIALITY

 

IMI reserves the right at all times to disclose any information about a member and its participation in and use of IMI (including the Technology Services) as IMI deems necessary to satisfy any applicable law, regulation, legal process or governmental request, or to edit, refuse to post or furnish, or to remove, any information or materials, in whole or in part, which IMI finds to be objectionable, in IMI sole discretion.

 

Each member agrees that it will hold in confidence all Hub Confidential Information and that it will not disclose, publish or distribute any Hub Confidential Information, or use any Hub Confidential Information for its benefit or for the benefit of any third party, without the prior written consent of the IMI Executive Director. “Hub Confidential Information” means (1) any information that is not generally known by the public relating to IMI, including without limitation, information relating to existing or prospective services, activities, resources, programs or events provided or offered (or to be provided or offered) at or by IMI; (2) any other information relating to membership in IMI which is known to or disclosed to members of IMI and is not generally known or accessible by the public; and (3) any information which IMI or any IMI staff or personnel designate or identity as confidential at the time of disclosure. Each member’s foregoing obligations of confidentiality shall continue to apply following the termination of such member’s membership in IMI and will apply with respect to each item of information which constitutes IMI Confidential Information as defined above until such item of information no longer constitutes IMI Confidential Information as defined above.

 

While IMI encourages the free discussion of ideas, members are not required to sign non-disclosure agreements which cover confidential information of other members which they may learn or acquire as a result of membership in IMI. Accordingly, each member should exercise caution when disclosing to another member, or discussing in public areas of IMI, any sensitive information (including personal, financial and health information) or any information which it considers to be confidential or a trade secret. Any such disclosure or discussion of such information may have legal consequences and/or may result in the loss of certain rights in such information. IMI also encourages members to exercise prudence and commonsense to limit any inadvertent disclosures of its confidential information, such as locking unattended computers and not leaving confidential documents in public areas of IMI. If any member has concerns regarding its legal rights and obligations relating to disclosure of its confidential information when using IMI, we advise such members to seek legal advice.

 

Neither IMI nor any of the persons or entities involved with the ownership or operation of IMI (including IMI staff) will have any obligations of confidentiality with respect to information that a member provides or discloses when using IMI. If a member desires to disclose confidential information to IMI or any of the foregoing persons or entities, it should discuss such matter in general terms (without disclosing any information which it considers to be confidential) with the IMI Executive Director. If the matter is something that IMI or any of its affiliated entities wish to purse, a representative of IMI (or one of its affiliated entities) will contact such member regarding the execution of an appropriate non-disclosure agreement. Any obligations of confidentiality that IMI nor any of the persons or entities involved with the ownership or operation of IMI (including IMI staff) will have with respect to any information of a member will be governed solely by the terms of a separate non-disclosure agreement executed by IMI (or any such entity or person) and such member.

 

Members are expected to respect the confidentiality of other members’ information. However, IMI has no obligation or ability to police how a member may use any information that it learns or acquires from any other member.



CONFLICT MANAGEMENT AND DISPUTE RESOLUTION

 

IMI requests that all members agree to participate with us in alternative dispute resolution to resolve any and all conflicts and/or disputed issues that may arise in connection with its membership in IMI. In the spirit of IMI’s community manifesto and collaborative focus respectful, open and direct communication is encouraged to address issues at the earliest stage. In an effort to provide consistency and clarity for staff, hosts and members, each member agrees to submit all disputes relating to its membership in IMI and/or its use of IMI to non-binding mediation, which shall be conducted by a mutually-agreeable neutral mediator in the same town of the Innovation Hub location in Virginia. If any such dispute cannot be resolved by mediation, any litigation relating to such dispute shall be commenced and maintained only in the state or federal courts located in or having jurisdiction over same town of the Innovation Hub location in, Virginia, and all such disputes shall be governed by Virginia law.

 

LIABILITY

 

All members and members’ guests are responsible for their own belongings and actions. IMI disclaims all liability in connection with any losses related to personal items or any personal injuries that occur in IMI. Should any action or inaction cause damage or cost to IMI, that cost is subject to be levied to the member or members whose action or inaction caused such damage.

 

To the fullest extent permitted by law, by signing below, each member releases IMI and all other persons and entities involved in the ownership or operation of IMI, together with the respective owners, employees and agents of IMI and each such entity (collectively, the “Released Parties”) from any and all liability, claims and causes of action which such member has or might have in connection with anything that has occurred or might occur on or in connection with the use of IMI, or any of the services or facilities at or provided by IMI. Use of IMI and its services and facilities is at a member’s sole risk.

 

INDEMNIFICATION

 

In addition to the indemnification obligations of a member set forth in such member’s separate sublease agreement or lease agreement, each Member shall defend, indemnify, and hold harmless each Released Party from and against any and all losses, liabilities, damages, costs and expenses(including reasonable attorney’s fees) (collectively, “Losses”) which arise out of or relate to such member’s use of IMI, including without limitation, all Losses arising from (1) injury or death of any person and/or loss or damage to property, which arises out of such member’s use of IMI; and (2) the conduct of such member’s business, or from any activity, work or thing done, permitted, or suffered by such member in or about IMI. However, a member’s foregoing indemnification obligations shall not apply to any Losses which are caused solely by the negligence of IMI or its agents.

 

INSURANCE

 

IMI will carry insurance to protect its interest in IMI and its personal property. IMI does not represent or guarantee that this policy will cover the property of any member. Each member is strongly encouraged to carry a Renter’s Insurance Policy or other insurance policy to cover its equipment and property while using IMI.



VIDEO AND PHOTO-RELEASE

 

Photos and videos may be taken by IMI staff during events and in the breakroom and common areas. IMI staff will not take photos or videos of private offices, conference rooms and co-working spaces unless verbal permission is received from the members using such offices, rooms or spaces. IMI staff will endeavor to give members prior warning if photos or videos are to be taken in the breakroom, multi-purpose rooms or common areas during business hours.

 

Members should inform IMI staff of any media coverage or photographs in IMI as soon as they know about it so that other members can be given notice.

 

Each member grants IMI the irrevocable and unrestricted right to use his/her/its picture, image, likeness, actions, voice and other personally identifiable information associated with any photographs or video footage taken at IMI in all formats, media and in all manners, including composite or altered representations, for advertising or any other lawful purposes. Each member waives any right to inspect or approve the finished version(s) of any such photographs or videos, including any written copy or text that may be created or published in connection with such photographs or videos.

 

PRIVACY

 

Although IMI strongly encourages collaboration among members, members should respect each other’s need for peace and quiet. Violations of privacy, personal space and virtual privacy are strictly prohibited. Intentional, malicious violations of privacy may result in immediate termination of membership. IMI staff will endeavor, at all times, to maintain and respect the privacy of all suites, conference rooms and co-working space.

 

NOTICES

 

Members  should  provide  all  notices  relating  to  their  use  of  IMI including notice of membership cancellation, through email or by hand delivering a written notice to the IMI staff.



IMI may provide notices to members through email. IMI shall also have the option (but no obligation) of providing notice to a member by leaving notice in such member’s mailbox/mail slot and/or by email to the contact email address of such member maintained in the Proximity system.



UPDATES TO HANDBOOK

 

IMI may update this Handbook at any time as described in the Member's membership agreement, lease agreement or sublease agreement.