Terms of service.
1. Acceptance of Terms.
The services Doran Industries, LLC (“Nine3One”) provides to you, the undersigned (including but not limited to use of office and meeting space and access to Internet and equipment), are subject to the following Terms of Use (“TOU”). Nine3One reserves the right to update the TOU at any time. Nine3One will attempt to contact you to notify you of any updates within 30 days of their enactment using the contact information provided in the Membership Agreement. Please make sure all contact information is correct.
2. Description of Services.
Nine3One may provide you with access to office space, work stations, Internet access, office equipment, conference space, knowledge resources, virtual offices and other services as Nine3One may provide from time to time (collectively, “Services”). The Services at all times are subject to the TOU.
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. You may not use the Services in any manner that could damage, disable, overburden, or impair any Nine3One server, or the network(s) connected to any Nine3One 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 Nine3One 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 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. Use of services.
You agree that when participating in or using the Services, you will not:
a. Use the Services in connection with contests, pyramid schemes, chain letters, junk email, spamming or any duplicative or unsolicited message (commercial or otherwise);
b. Defame, abuse, harass, stalk, threaten or otherwise violate the legal rights (such as rights of privacy and publicity) of others;
c. Publish, post, upload, distribute or disseminate any inappropriate, profane, defamatory, obscene, indecent or unlawful topic, name, material or information on or through Nine3One Services;
d. Upload, or otherwise make 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 you own or control the rights thereto or have received all necessary consent to do the same;
e. Use any material or information, including images or photographs, which are made available through the Services in any manner that infringes any copyright, trademark, patent, trade secret, or other proprietary right of any party;
f. Upload 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;
g. Download any file(s) that you know, or reasonably should know, cannot be legally reproduced, displayed, performed, and/or distributed in such manner;
h. Restrict or inhibit any other user from using and enjoying the Services;
i. Violate any code of conduct of other guidelines which may be applicable for any particular Service;
j. Harvest or otherwise collect information about others, including email addresses, without the authorization or consent of the disclosing party;
k. Violate any applicable laws or regulations; and
l. Create a false identity for the purpose of misleading others.
5. Nine3One reserves the right at all times to disclose any information about you, your participation in and use of the Services as Nine3One deems necessary to satisfy any applicable law, regulation, legal process or governmental request, or to edit, refuse to post or to remove any information or materials, in whole or in part, in Nine3One’s sole discretion.
6. Confidentiality.
a. You and Nine3One each acknowledge and agree that during the term of this Agreement ("receiving party") may be exposed to Confidential Information. “Confidential Information” shall mean all information, in whole or in part, that is disclosed by a party ("disclosing party"), or any participant or user of the Services or any employee, affiliate, or agent of the disclosing party, that is nonpublic, confidential or proprietary in nature. Confidential Information also includes, without limitation, information about business, sales, operations, know-how, trade secrets, technology, products, employees, customers, marketing plans, financial information, services, business affairs, any knowledge gained through examination or observation of or access to the facilities, computer systems and/or books and records of the disclosing party, any analyses, compilations, studies or other documents prepared by the disclosing party or otherwise derived in any manner from the Confidential Information and any information that the receiving party is obligated to keep confidential or know or has reason to know should be treated as confidential.
b. The receiving party shall
I. maintain all Confidential Information in strict confidence;
II. not to disclose Confidential Information to any third parties;
III. not to use the Confidential Information in any way directly or indirectly other than as
required to fulfill its obligations under this TOU.
c. All Confidential Information remains the sole and exclusive property of Nine3One or the respective disclosing party. The receiving party acknowledges and agrees that nothing in this TOU or the Membership Agreement will be construed as granting any rights to the receiving party, by license or otherwise, in or to any Confidential Information or any patent, copyright or other intellectual property or proprietary rights of the disclosing party.
7. Participation In or Use of Services.
You acknowledge that you are participating in or using the Services at your own free will and decision. You acknowledge that Nine3One does not have any liability with respect to your access, participation in, use of the Services, or any loss of information resulting from such participation or use except as gross negligence or willful misconduct of Nine3One and/or its employees, agents, vendors or service providers.
8. Disclaimer of Warranties.
To the maximum extent permitted by applicable law, Nine3One provides the services “as is” and with all faults, and hereby disclaim 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. The entire risk as to the quality, or arising out of participation in or the use of the services, remains with you.
9. Exclusion of Incidental, Consequential and Certain Other Damages.
To the maximum extent permitted by applicable law, in no event shall either party 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 or individually be liable for any direct, special, incidental, indirect, punitive, consequential or other damages whatsoever (including, but not limited to, damages for: loss of profits, loss of confidential or other information, business interruption, personal injury, loss of privacy, failure to meet any duty (including of good faith or of reasonable care), negligence, and any other pecuniary or other loss whatsoever) arising out of or in any way related to the participation in or inability to participate in or use of the services, the provision of or failure to provide services, or otherwise under or in connection with any provision of this agreement, even in the event of the fault, tort (including negligence), strict liability, breach of contract or breach of warranty of Nine3One, and even if Nine3One has been advised of the possibility of such damages. Because some states/jurisdictions do not allow the exclusion or limitation of liability, for consequential or incidental damages, the above limitation may not apply to you.
10. Limitation of Liability and Remedies.
Notwithstanding any damages that you might incur for any reason whatsoever (including, without limitation, all damages referenced above and all direct or general damages), the entire liability of Nine3One 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 the greater of the actual damages incurred by you based on reasonable reliance up to the amount of feed paid hereunder by you. The foregoing limitations, exclusions and disclaimers (including sections 8 and 9 above) shall apply to the maximum extent permitted by applicable law, even if any remedy fails its essential purpose.
11. Renewals & Termination.
This Agreement is automatically renewed at the end of each period unless otherwise notified.
The TOU must be adhered to at all times. Failure to follow TOU can result in non-renewal or even early termination of the usage license. Nine3One reserves the right to terminate any Service at any time, if you fail to comply with the TOU and do not cure such breach within 30 days of notification of same. This includes non-payment or violation of the space rules. If this happens, Nine3One will refund any amounts paid for unused periods that remain after deducting any pending charges, on a prorated basis.
Members may terminate this Agreement by giving a written notice of termination as established in this Agreement. Notice of termination needs to be made 30 days prior to termination date. Should Member not provide timely notice of termination to Nine3One, then the Membership Period shall continue to the end of the following calendar month and the service fees for that calendar month shall be payable.
Nine3One reserves the right to terminate any Service at any time upon prior written notice and if this happens, Nine3One will refund any amounts paid for such Services no longer being provided on a prorated basis.
12. Invoicing & Payment.
The member is automatically invoiced monthly in advance based on their membership option. Also included is any variable charges such as printer usage that may have been incurred during the previous period. Payment is required at the beginning of the month for that period, at the date specified in the invoice. Payment for casual usage is either paid on the day of use unless other arrangement have been made with Nine3One. Monthly rate is subject to change. Members would receive a 45 day notice.
13. Indemnification.
Each party hereby releases, and hereby agrees to indemnify, defend and save harmless the other and their respective 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, judgments, fines and penalties based upon or arising out of your negligent actions, errors and omissions, willful misconduct and fraud in connection with the participation in or use of the Services.
14. Severability.
In the event that any provision or portion of this TOU is determined to be invalid, illegal or unenforceable for any reason, in whole or in part, the remaining provisions of this TOU shall be unaffected thereby and shall remain in full force and effect to the fullest extent permitted by applicable law.
15. Insurance.
Nine3One will carry General Liability insurance. As a user, you will need to carry a Renters Insurance policy to cover your own equipment while using our space. That policy may cover your current residence/office, as well as the premises of Nine3One. Add Doran Industries LLC as Additional Insured (Nine3One is a DBA of Doran Industries LLC). You will need to provide Nine3One with a Certificate of Insurance and corresponding policy endorsement.
16. Publicity.
Nine3One shall not use your name, logos or trademarks, or any other identifying information for any purpose (including without limitation for marketing, publicity, and advertising) without prior authorization from you except that Nine3One may list your name/company in a building directory.