THE HATCHERY HALL MEMBERSHIP AGREEMENT
(“AGREEMENT”)
WELCOME to The Hatchery Hall Executive Suite (“HHES”). HHES is a co-working space in the town of Babcock Ranch.
We are a place for independent workers, entrepreneurs, small business owners, freelancers, telecommuters, artists, non-profit workers, volunteers, hobbyists and anyone looking to transition into a meaningful new career, develop an encore career, or turn a passion into a career.
We are a collaborative working environment and community dedicated to supporting and encouraging our Members to find purpose, further develop passions, and achieve career goals.
HHES is located at 42850 Crescent Loop, Ste. 200, Babcock Ranch, Florida 33982 and is owned and operated by Babcock Ranch Hatchery Operations, LLC, a Delaware limited liability (“The Hatchery”).
Hours of operation: Monday to Friday, 6 a.m. to 8 p.m., Saturday and Sunday, 9 a.m. to 6 p.m. Members will have keycard access for use when the Manager is not on duty.
Terms and Conditions
1. Acceptance of Terms. Membership in HHES is subject to the following terms of use contained in this Agreement. The person or entity accepting these terms and conditions shall be referred to herein as the “Member” (or “you”). These terms will remain valid and binding on Member regardless of any changes in membership level (plan) at HHES. Member acknowledges that it has read and understands all of the terms and conditions contained in this Agreement and further agrees to be bound by the terms hereof and by the Hatchery Hall Executive Suite Rules (“HHES Rules”) , as may be amended from time to time.
2. Membership. By accepting the terms of this Agreement, Member acknowledges that this is a membership (“Membership”) and not a lease of any kind. As such, this Agreement is not subject to Chapter 83 of the Florida Statutes. It is freely terminable at will by either party, as set forth below. When a legal entity (such as a corporation, partnership, etc.) has a Corporate or Private Office Membership, it may identify up to three (3) individual natural persons to partake of the benefits of the Membership, which beneficial rights shall continue until said entity changes such benefitted individuals by written confirmation to The Hatchery of same. Such Member entity shall be permitted to update the listing of individuals every six (6) months. Member acknowledges that the membership is individual, and the use of HHES is solely for the Member (or in the case of an entity, the three (3) individuals with a Corporate or Private Office Membership) named in this Agreement.
3. Membership Plans. The Hatchery Hall Executive Suite Membership Plans are detailed on Exhibit “A”. By accepting the terms herein, you have also agreed to the Membership Plan of your choosing. Upon receipt of your online submission request for Membership, the Hatchery will determine whether there is sufficient available space at HHES to accommodate your request and whether your proposed use is prohibited pursuant to Paragraph 9 below and will provide a confirmation by email confirming whether your online submission is approved or denied. Please note that Membership is based upon a first-come, first-serve basis and at all times remains subject to Paragraph 9 below. From time to time, the Hatchery will host events at its other location located in the Market Café building [2nd Floor] in Founder’s Square, with street address of 42881 Lake Babcock Drive, Babcock Ranch, Florida 33982, referred to as the “Original Hatchery”, and may make same available to the Members, for a fee, discounted fee, or for no fee, at the sole discretion of the Hatchery.
4. Manager. The Hatchery will make reasonable efforts to have a Manager (“Manager”) on duty between 9 a.m. and 5 p.m., Monday through Friday, subject to breaks and lunch breaks, with the understanding that, on occasional sick days, personal days or vacation days, a substitute Manager may not be available at all times. The Manager is there as a courtesy to the Members, and not as an administrative assistant to the Members. The Manager is authorized to perform the following tasks only: assist in Member sign up and day passes; schedule conference room bookings; assist with catering orders from Slater’s Goods and Provisions; answer phone calls related to HHES operations; greet guests and notify Members of guests’ arrival; and answer general questions regarding operations at HHES. The Manager has registered, as the Owner/Manager, with the local postmaster to allow HHES to serve as a commercial mail receiving agency (CMRA). Pursuant to CRMA regulations, the Manager will accept USPS mail and certain third-party deliveries on behalf of any Member, which the Manager will place in the Member’s office, effectively the Member’s private mailbox (“PMB”). Each Member, and where applicable, the Member’s spouse, will need to fill out USPS Form 1583 and provide two (2) forms of identification, consisting of a government issued photo ID (i.e., driver’s license, passport, etc.). The USPS Form 1583 will need to be executed and witnessed before a notary for each organization. If an individual person, the USPS Form 1583 must be executed and witnessed before the Manager. If more than one (1) person or entity under one PMB, each must fill out USPS Form 1583 and have executed and witnessed before the Manager. Each Member will be provided a list of protocols while holding a PMB at HHES. Please review these protocols, which address, among other things, termination of the Member’s PMB.
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6. Guests. All guests of a Member shall be required to be registered at the front desk. The Member shall ensure each guest’s compliance with the terms and conditions hereof and the HHES Rules and shall indemnify the Hatchery for any violation thereof by a guest, as provided in Paragraph 15 below. Each guest is required to sign in at the front desk each time he or she enters HHES.
7. Rules. Please see the HHES Rules located on Exhibit “B” (the “Rules”). Member agrees to be bound by and comply with the Rules at all times. Member acknowledges that the Hatchery hereby reserves the right to update the Rules from time to time, and that Hatchery’s interpretation of the Rules is final. the Hatchery will attempt to contact Member to notify Member of any updates or changes to the Rules within thirty (30) days of their enactment, using the contact information provided in this Agreement. Member may report an infraction of the Rules by another Member by completing an incident write up form online. Members may bring matters to the attention of the Manager but acknowledge that the Manager may not be in a position to address the infraction at the moment of occurrence. Any security matters will be referred to security for the Babcock Ranch Community.
8. Payment. All monthly payments are due and payable from Member in full, in advance. Costs will be pro-rated by the Hatchery when the Membership begins after the first of any month. Member will not be permitted access to HHES if Member’s account is past due. You will automatically be charged any bank fees imposed on the Hatchery, plus a processing fee of $15.00, for any returned payment item due to closed accounts, insufficient funds, etc.
9. Term and Termination. There is no term under this Agreement. Either party may terminate this Agreement at any time. Terminations are effective immediately upon their delivery to the other party by written notice. Should Member terminate this Agreement, Member shall provide a 60-day notice of such termination, and Member shall be responsible for costs and fees of membership through the end of the month of the termination. The Hatchery will pro-rate fees for any month where the Hatchery terminates this Agreement for no cause. However, the Hatchery reserves the right to end any membership at any time, immediately and without notice, if Member fails to abide with this Agreement or the Rules. In such case, Member shall be obligated for fees through the end of the month of termination. Upon termination, Manager shall update its records with the local postmaster, and the member should register a change of address with its postmaster. The Manager will re-mail any USPS mail received for six (6) months following termination. After the conclusion of the six-month period, Manager is required to return any USPS mail delivery as undeliverable.
10. No Unlawful or Prohibited Use. Member agrees to not use HHES for any purpose that is (i) unlawful or prohibited by these terms, conditions, the Rules or any notices; or (ii) any business purpose determined to be prohibited, at the sole discretion of The Hatchery, which includes, but is not limited to, the sale or brokerage of insurance or title insurance, the provision of real estate brokerage services, the provision of medical services, and any use now or hereafter prohibited by any use restrictions applicable to HHES, unless such use is approved for the Member by the Hatchery in writing, which approval shall be at the sole discretion of the Hatchery. You may not attempt to gain unauthorized access to any accounts, computer systems or networks connected to any Hatchery server or 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 hereunder. You will be liable to The Hatchery for any damages or harm suffered by the Hatchery Hall as a result of your violation of this Agreement.
11. Disclosure. The Hatchery reserves the right at all times to disclose any information about you or your membership, as the Hatchery 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 The Hatchery’s sole discretion. You will indemnify The Hatchery for any costs it incurs in responding to any lawful subpoena, process, or order seeking access to your information, whether written or in electronic form.
12. Confidentiality.
A. You acknowledge and agree that during your Membership you may be exposed to Confidential Information. “Confidential Information” shall mean all information, in whole or in part, that is disclosed by the Hatchery, or its employees or other Members (“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 you are obligated to keep confidential or know or have reason to know should be treated as confidential.
B. Your continued Membership obligates you to:
1. Maintain all Confidential Information in strict confidentiality.
2. Not to disclose Confidential Information to any third parties.
3. Not to use the Confidential Information in any way directly or indirectly detrimental to the Disclosing Party.
C. All Confidential Information remains the sole and exclusive property of the Disclosing Party. You acknowledge and agree that nothing in this Agreement nor Membership will be construed as granting any rights to you, 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.
The Obligations of this Paragraph 12 shall survive termination of this Agreement.
13. Participation. You acknowledge that you are participating at your own free will and decision. You acknowledge that the Hatchery does not have any liability with respect to your access, participation in, use of, or any loss of information resulting from such participation or use. Memberships are not transferable and shall not be lent out at any time to anyone for any reason.
14. Approval of Advertising/Marketing Materials. All promotional and advertising materials that contain video, photographic or written materials relating to the Babcock Ranch Community as used by Member in connection with its activities in accordance with the Membership Agreement, shall be subject to the prior written approval of the Hatchery, which approval shall not be unreasonably withheld. Members shall provide the Hatchery a minimum of seven (7) business days to review such materials and either approve or recommend changes. Only approved materials shall be permitted.
15. Disclaimer of Warranties. To the maximum extent permitted by applicable law, the Hatchery provides the Membership, its events and its ancillary Services (as defined in Paragraph 16 below) “as is” and with all faults, and hereby disclaims with respect thereto 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, and quiet possession, correspondence to description or non-infringement. The entire risk as to the quality or arising out of participation in HHES, Hatchery events and ancillary Services, remains with the Member. The Hatchery disclaims any warranty regarding the performance or reliability of any IT, telecommunication, video, audio or phone system related equipment available at HHES.
16. Limitation of Liability and Remedies. Member recognizes that the internet services available at HHES are separately owned and not subject to the control of the Hatchery. You agree that The Hatchery shall not be liable for damages incurred or sums paid when the internet services are temporarily or permanently unavailable due to malfunction of, or cessation of, internet services by network or internet service providers, or for transmission errors in, corruption of, or the security of your information carried on such networks or internet service providers. The Hatchery shall have no liability hereunder for damages incurred or sums paid due to fault by you or any third party, or by any harmful components (such as computer viruses, worms, computer sabotage, and denial of service attacks). The Hatchery is not liable for any breach of security on your computer or network. You agree that it will not hold The Hatchery responsible for any selection or retention of, or the actions or omissions of, third parties in connection herewith, or hold a third party responsible for any selection or retention of, or the acts or omissions of, the Hatchery in connection with the internet service. Without limiting the foregoing, Member agrees that it will not hold the Hatchery responsible for (a) third party claims against Member for damages, (b) loss of or damage to Member’s records or data or those of any third party, (c) loss or damages to Member associated with the inoperability of your equipment or applications with any component of the internet service, or (d) failure of HHES equipment (furniture, phone system, etc.).
For purposes of this Agreement, “Services” shall refer to the following:
1. Manager services as provided in Paragraph 4 and 5 above;
2. Provision of the following utilities: water, wastewater, electricity, HVAC and internet access; and
3. Maintenance, climate control and cleaning of HHES spaces.
17. Exclusion of Incidental, Consequential and Certain Other Damages. To the maximum extent permitted by applicable law, in no event shall the Hatchery 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: lost revenue, loss of profits, loss of technology, 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 The Hatchery, and even if The Hatchery has been advised of the possibility of such damages. In any event and under all circumstances the Hatchery shall not be liable to you on any basis for a sum exceeding the monthly membership fees you have paid the Hatchery.
18. Indemnification. You release, and hereby agree to indemnify, defend and save harmless, the Hatchery and the Hatchery’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, judgments, fines and penalties based upon or arising out of (i) your non-compliance with your obligations under this Agreement, (ii) any and all claims by any of your guests, customers or other third parties in connection with your use of HHES or other locations of the Hatchery’, participation in events hosted by the Hatchery,or the Services, or (iii) your negligent actions, errors and omissions, willful misconduct and fraud in connection with the participation in 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 attorney’s fees and costs incurred by the Hatchery or its respective officers and agents in connection with the defense of such claim or lawsuit.
19. Insurance. The Hatchery will carry General Liability insurance insuring its interests. The Hatchery shall not be liable for the disappearance, loss or theft of, or damage to your personal/private property, including your computer, mail or other delivery services, cellular phone, money, or jewelry, or for any damage to the property or person of any officers, employees, agents, invitees or guests. Members are not required to provide evidence of insurance, but it is strongly encouraged that Members carry an insurance policy to cover their own equipment and personal property while using the Hatchery, especially if the Member intends on conducting a business enterprise out of HHES, where guests are invited into HHES. Notwithstanding the foregoing, the Hatchery reserves the right to require appropriate insurance from Members depending on the type and extent of business activity being conducted at the Hatchery’s locations.
20. Hurricane and Tropical Storm Preparedness. The Member is at all times responsible for all its personal property brought into and left in HHES or any Hatchery location. In the instance of an anticipated tropical storm or hurricane, The Hatchery Manager will alert the members to the Hatchery’s plan to close The Hatchery twenty-four (24) hours prior to closure, which notice may be provided by email, Cobot’s alert, or written sign posted within The Hatchery spaces. The Member agrees to timely remove all personal property from HHES prior to the noticed closing. Once closed, HHES will not be accessible (keys will not be operable during this time) until re-opened by the Manager after the storm or the threat of the storm has passed. The Member specifically waives any and all claims against the Hatchery for any damage to the Member’s personal property that Member may fail to timely remove. Further, the Member specifically grants to the Hatchery permission, without an obligation being imposed on the Hatchery to do so, to remove any personal property of the Member from HHES or to relocate same internally within HHES or other Hatchery location if in the sole discretion of the Hatchery such relocation is in the best interest of safety and to minimize damage to The Hatchery, and hereby waives and releases any and all claims against The Hatchery for damage that may occur to the personal property during any such move by the Hatchery staff. Member agrees to also pay the Hatchery for any costs or expenses incurred by the Hatchery to relocate, remove or store the personal property of the Member.
21. Use of Photographic Likeness. By signing this Agreement, you grant the Hatchery the right to use your photographic likeness for promotional purposes, including, without limitation, for online usage and marketing materials.
22. Right to Temporary Closures. In order to keep HHES in the best possible condition, portions or all of HHES may be closed for temporary time periods for repairs and renovations. The Hatchery will give five (5) days’ advance notice of such closures. There will be no adjustment in Membership Fees for these periods of closure.
23. Damage or Destruction of Premises. If HHES is damaged or partially destroyed by fire, casualty or other causes not resulting from Member’s neglect or fault, during the term of this Agreement, the Hatchery, at its sole discretion, may either (i) terminate this Agreement as provided for above in Paragraph 8; or (ii) promptly repair the damage within 180 days (or such later date as is reasonable under the circumstances) from the date of damage or partial destruction. In the instance where the Hatchery elects to repair the damage, the monthly dues will be reduced proportionately to the extent to which damage and repair operations interfere with Member’s use of HHES.
24. Miscellaneous. In the event that any provision or portion of this Agreement is determined to be invalid, illegal or unenforceable for any reason, in whole or in part, the remaining provisions of this Agreement shall be unaffected thereby and shall remain in full force and effect to the fullest extent permitted by applicable law. Acceptance of the terms and conditions at https://hatchery.cobot.me/ by Member shall be deemed as effective as executing and delivering this Agreement to the Hatchery. This Agreement shall not be binding on either party until the Hatchery has provided a confirmation email to the Member that the Member’s request for Membership has been approved by the Hatchery, as provided for in Paragraph 3 above, and the first monthly payment has been received by the Hatchery.
EXHIBIT “A”
MEMBERSHIP – HATCHERY HALL EXECUTIVE SUITES
PLANS
• Day Pass: Available weekdays 9 a.m. to 5p.m., subject to availabiliyty.
• Private Office: Our private offices are perfect for those who want the collaborative environment of HHES but need a space for privacy and to keep work-related materials locked up. We have 16 Private Offices (subject to availability).
PERKS OF MEMBERSHIP
• High-speed internet.
• Printing/copying/scanning credits per month; additional printing credits for a nominal fee.
• Onsite Manager (Monday to Friday, 9 a.m. to 5 p.m.), subject to break, lunch, vacation and/or occasional sick day.
• Keycard access for full-time Members.
• Free or reduced fees, with priority access, to events, workshops, networking and happy hours at one of the Hatchery locations
• Member networks and online community.
• Mailing address subject to Paragraph 5 of the Agreement.
• Kitchenette.
• Conference room use, upon prior reservation (up to five (5) free hours per month – hours do not carry forward), available for meetings, loud phone calls, and video conferencing (subject to availability, on a first-come, first-served basis).
EXHIBIT “B”
THE HATCHERY HALL EXECUTIVE SUITES RULES
Workspaces
• It is necessary to respect the personal property of others and of HHES. In case of furniture or property damage arising out of negligence, you need to arrange for a replacement, or pay for the damage.
• You should not bring your own furniture to HHES or stick posters on the walls without prior permission.
• Everyone should attempt to make the shared office spaces pleasant for all users.
• The temperature of the room should be such that it will suit most users. We normally avoid under- or over-heating, as it is a waste of valuable energy.
Conference Room
• There two conference conference rooms available.
• The furniture in the conference room should stay there at all times.
• Do not let the conference room become your second home – to use it, you need to book it online with the Manager.
Kitchenette
• You might consider using labels with your name on the food and beverages which you keep in the cupboards or refrigerator.
• Everyone is responsible for keeping the kitchenette clean and tidy. Manager will provide periodic notices to clean out the refrigerator.
Noise
• GENERAL
o HHES is a shared working environment, so everyone should do their best to maintain a respectful working atmosphere.
PHONE CALLS
o When speaking on the phone, please adjust the volume of your voice. If your phone call might disrupt other people using HHES, please make your phone call in your office or the conference room (if available) or take the call outside.
o We suggest you put your cell phone on vibrate mode to prevent disturbing others.
VISITORS
o Although visitors are allowed in HHES, everyone needs to abide by the Rules concerning noise levels.
CLEANLINESS
• All Members at HHES are responsible for keeping the common areas tidy, which means that everyone should clean their workspace and take care of the garbage once they have finished working for the day. Please recycle whenever possible.
• Cleaning supplies are kept in dedicated places. Private offices will be cleaned weekly
USE OF THE INTERNET
• Illegal data file download (torrent) is not allowed.
• Do your best towards fair internet usage.
ATTIRE
• Members are reminded that HHES is a workspace, and appropriate work attire should be worn. Generally, the adage “no shoes, no shirt, no service” applies.
Firearms are prohibited at all times other than by law enforcement officers.
Cobot is the web platform used by The Hatchery to provide this website.
See Cobot Terms