Legal Agreement: Terms of Service

Community Norms - Download to review & accept.

Meeting & Event Space Terms - Download to review & accept.

 

Railyard Offices

1630 1st Ave N, Ste B

Fargo, ND  58102

TERMS OF USE

  1. Acceptance of Terms. The services Railyard Offices LLC, in management of Railyard Offices, provides to you, the undersigned, (including but not limited to use of office space at 1630 1st Ave N, Ste B, Fargo, ND 58102, access to Internet, etc.), are subject to the following Terms of Use (“TOU”), and Community Norms. Railyard Offices reserves the right to modify and/or update the TOU, as well as the Community Norms (referenced in Section 3) at any time without notice to you.
  2. Description of Services. Railyard Offices may provide you with access to office space, workstations, internet access, office equipment, conference space, knowledge resources, and other services as Railyard Offices. The Services at all times are subject to this TOU and the Community Norms.
  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, or that are prohibited by the “Community Norms” associated with this TOU. You may not use the Services in any manner that could damage, disable, overburden, or impair any Railyard Offices server, or the network(s) connected to any Railyard Offices 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 Railyard Offices 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 this Membership and will abide by the terms and conditions of this TOU and all Community Norms, 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 and equipment. You agree that when participating in or using the Railyard Offices’ Services and Equipment, you will NOT:
    • 1) Damage or misuse any of the technology/equipment provided by the Railyard Offices. Responsible parties will be held accountable for any misuse and/or damage; this is inclusive of but not limited to the following: Copier/Printer, LaserJet, A/V Equipment, TV’s, White Boards, Wireless Access Points, Security Cameras and iPads. Any costs incurred for replacement or repair of damaged equipment is the responsibility of the Member involved and will be billed to the Member.
    • 2) Use the Services in connection with contests, pyramid schemes, chain letters, junk email, spamming, spimming or any duplicative or unsolicited message (commercial or otherwise);
    • 3) Defame, abuse, harass, stalk, threaten or otherwise violate the legal rights (such as rights of privacy and publicity) of others or use disruptive or abusive language and behaviors;
    • 4) Publish, post, upload, distribute or disseminate any inappropriate, profane, defamatory, obscene, indecent or unlawful topic, name, material or information on or through Railyard Offices servers or bandwidth;
    • 5) 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;
    • 6) 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;
    • 7) 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;
    • 8) Download any file(s) that you know, or reasonably should know, cannot be legally reproduced, displayed, performed, and/or distributed in such manner;
    • 9) Restrict or inhibit any other user from using and enjoying the Services;
    • 10) Violate any code of conduct or other guidelines which may be applicable for any particular Service;
    • 11) Harvest or otherwise collect information about others, including email addresses, without the authorization or consent of the disclosing party;
    • 12) Violate any applicable laws or regulations;
    • 13) Create a false identity for the purpose of misleading others;
    • 14) Obstruct any entranceway, create any circumstances of disrepair or damage any Railyard Offices Property or Premises;
    • 15) Bring guests to spend the day with you. Feel free to invite guests or friends for a quick meeting or to say hello. If your guest is going to be at Railyard Offices for more than 1 hour, we ask that they pay for a daily pass.  Guests are required to adhere to these TOU, and Community Norms.
    • 16) Bring any pets onto the Railyard Offices Premises, only registered service animals allowed;
    • 17) Use cellular phones or other communication devices in a manner that will be disruptive to other members. In the interests of maintaining a peaceful environment, Railyard Offices requests that all members, guests, and clients turn their phones to vibrate while in the Premises. We also ask that you use a headphone, phone booth areas or head outside for calls longer than a few minutes;
    • 18) Otherwise violate this TOU, or any of the Community Norms.
    • 19) Otherwise exceed the following usage limitations in relation to the shared conference space: Members may not have more than 15 individuals total in each of the large conference rooms, 6 in the huddle rooms, and 50 in the Trax Event Space and InterOffice training room. All monthly allotments of huddle room space usage included with memberships, as well as purchases of additional usage, are subject to availability of the space. Unused time does not roll over or accrue from month to month.
  5. Railyard Offices Required Disclosures. Railyard Offices reserves the right at all times to disclose any information about you and/or your participation in and use of the Services as Railyard Offices 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 Railyard Offices’ sole discretion.
  6. Confidentiality.
    • 1) You acknowledge and agree that during your participation in and use of the Services you may be exposed to Confidential Information. "Confidential Information" shall mean all information, in whole or in part, that is disclosed by Railyard Offices or any participant or user of the Services, or any employee, affiliate, or agent thereof, that is nonpublic, confidential or proprietary in nature. Confidential Information also includes, without limitation, information about business, sales, operations, knowhow, 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 Railyard Offices, any analyses, compilations, studies or other documents prepared by Railyard Offices 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.
    • 2) Your participation in and/or use of the Services obligates you to:
      1. Maintain all Confidential Information in strict confidence;
      2. Not to disclose Confidential Information to any third parties;
      3. Not to use Confidential Information in any way directly or indirectly detrimental to Railyard Offices or any participant or user of the Services.
    • 3) All Confidential Information remains the sole and exclusive property of Railyard Offices or the respective disclosing party. You acknowledge and agree that nothing in this TOU or Community Norms, or your participation or use of the Services, 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 Railyard Offices or any participant or user of the Services.
  7. 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 that Railyard Offices 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.
  8. Disclaimer of Warranties. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, RAILYARD OFFICES 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.
  9. Exclusion of Incidental, Consequential and Certain Other Damages. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL RAILYARD OFFICES 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 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 RAILYARD OFFICES, AND EVEN IF RAILYARD OFFICES HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
  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 RAILYARD OFFICES 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 NINETY NINE DOLLARS (USD $299.00). 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. Termination. Railyard Offices reserves the right to terminate any Service at any time. Railyard Offices 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 Community Norms. YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT NEITHER THE SERVICES PROVIDED BY RAILYARD OFFICES NOR THIS AGREEMENT SHALL IN ANY MANNER CONSTITUTE A LANDLORD/TENANT RELATIONSHIP, AND RAILYARD OFFICES MAY IMMEDIATELY TERMINATE THE SERVICES FOR ANY REASON AT ANY TIME. Upon termination, you agree to immediately remove all of your personal property from the Premises.
  12. Indemnification. You release, and hereby agree to indemnify, defend and save harmless Railyard Offices LLC and Railyard Offices’ 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 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 attorneys’ fees and costs incurred by Railyard Offices or its respective officers and agents in connection with the defense of such claim or lawsuit.
  13. Insurance. As required by the owner of building located at 1630 1st Ave N, Ste B, Fargo, ND 58102, Railyard Offices carries Liability and Business Personal Property insurance. Railyard Offices members are not required but it is strongly suggested that they carry an insurance policy to cover their own equipment and personal property while using our space. That policy may cover your current residence/office, as well as the Premises of Railyard Offices.
  14. Additional General Terms. By signing this TOU, you furthermore agree to the following additional general terms and conditions of your membership:
    • 1) You shall not place anything, or allow anything to be placed, in the common areas, in any, or near the glass or any window, door, partition or wall which may in Railyard Offices' judgment, appear unsightly from the common areas or from the outside of the building in which the Premises are situated ("Building").
    • 2) The sidewalks, halls, passages, exits, entrances, and stairways shall not be obstructed or used for any purposes other than for ingress to and egress from the Premises. The halls, passages, exits, entrances, stairways, etc., are not for the use of the general public and Railyard Offices shall, in all cases, retain the right to control and prevent access thereto by all persons whose presence in the judgment of Railyard Offices, reasonably exercised, shall be prejudicial to the safety, character, reputation and interests of the Building.
    • 3) The toilet rooms, urinals, wash bowls, showers and other apparatus shall not be used for any purposes other than that for which they were constructed, and no foreign substance of any kind whatsoever shall be thrown therein, and to the extent caused by you or your employees or invitees, the expense of any breakage, stoppage or damage resulting from the violation of this norm shall be borne by you.
    • 4) You shall not cause any unnecessary janitorial labor or services by reason of your carelessness or indifference in the preservation of good order and cleanliness.
    • 5) No cooking shall be done or permitted on the Premises (the use of a coffee maker and microwave are, however, permitted uses), nor shall the Premises be used for lodging. Overnight lodging is NOT permitted at Railyard Offices.  
    • 6) You shall not bring upon, use or keep in the Premises or the Building, any kerosene, gasoline or flammable or combustible fluid or material, or use any method of heating or air conditioning other than that supplied by Railyard Offices.
    • 7) Railyard Offices shall have sole discretion to direct where and how electrical and data communication cabling (collectively, “Cabling”) or any data/communication service providers (collectively “Providers”) are to be introduced in to the building or to various spaces within the premises. No cutting, removal or reconfiguration of existing cabling or terminations is to be allowed without the consent of Railyard Offices.  Members wishing to have any such modifications or new cabling installed shall submit a general plan or layout to Railyard Offices for review and approval.  Railyard Offices shall be entitled, at its sole discretion, to engage third party contractors to carry such work and to pass on any invoices from such third party contractors to the member who will pay for all reasonable charges appearing on such invoices. Railyard Offices may require the member, at the member’s expense, to be responsible for the removal of any new cabling, any new service providers, and/or the restoration of existing cabling to the conditions prior to any modifications at the expiration of the membership.
    • 8) Upon the termination of Services, you shall deliver to Railyard Offices all keys and fobs for doors, which shall have been furnished to you. In the event of the loss of any fobs so furnished, you shall pay Railyard Offices, therefore.
    • 9) Railyard Offices is a smoke, tobacco, and illegal substance free facility. You, your employees, and invitees may not smoke, vape, chew tabaco or carry lighted cigars or cigarettes except in those areas allowed by applicable laws and designated as smoking areas.  You shall not litter the property with discarded smoking materials.
    • 10) When accessing the Building after hours, you shall confirm that all doors to the Premises are closed and securely locked before leaving the Building.
    • 11) Without the prior written consent of Railyard Offices, you shall not use the name of the Building or any picture of the Building in connection with, or in promoting or advertising your business, except you may use the address of the Building as the address of your business.
    • 12) You shall cooperate fully with Railyard Offices to assure the most effective operation of the Premises' or the Building's heat and air conditioning and shall refrain from attempting to adjust any controls.
    • 13) Except for Railyard Offices' gross negligence, you assume full responsibility for protecting the Premises from theft, robbery, and pilferage, which includes keeping doors locked and other means of entry to the Premises closed and secured.
    • 14) Except with the prior written consent of Railyard Offices, you shall not sell or cause to be sold any items or services at retail in or from the Premises, nor shall you carry on or permit or allow any employee or person to carry on the business of machine copying, stenography, typewriting or similar business in or from the Premises for the service or accommodation of occupants of any other portion of the Building without written consent of Railyard Offices.
    • 15) You shall not conduct any auction nor permit any fire or bankruptcy sale to be held on the Premises, nor store goods, wares, or merchandise on the Premises.
    • 16) On Weekends, federally observed holidays and on other days during certain hours for which the Building may be closed outside of normal business hours, access to the Building will be controlled by Railyard Offices through the use of a card key/fob system and Proximity Ap. These systems will verify any and all persons seeking access to the Building through the use of proper identification to determine if they have rights of access to the Premises. Railyard Offices shall in no case be liable for damages wherein admission to the Building has not been granted during abnormal hours by reason of your failing to properly identify yourself through the use of a card-key/fob, or through the failure of the Building to be unlocked and open for access by you, your employees and general public. Nothing contained herein shall obligate Railyard Offices to provide such card key/fob system or to make Railyard Offices liable for any act or omission or failure of such system and the card keys which may be provided.
    • 17) You shall not change locks or install other locks on doors at Railyard Offices.
    • 18) You shall give prompt notice to Railyard Offices of any accidents to or defects in plumbing, electrical fixtures or heating apparatus reasonably known to you so the same may be attended to properly.
    • 19) You shall not attach or affix any items to the walls, install antennas or telecommunication lines or devices in the office space or bring any additional furniture without prior written approval by Railyard Office.
    • 20) Internet Policy: Wireless access to The Internet is provided during your membership. Service interruptions, if they occur, will be handled as promptly as possible. Railyard Offices is not responsible for any data, business, or other losses as a result of such interruptions. You are responsible to protect your own computer and data from electrical surges, theft, virus, or other malicious attack. Unless otherwise set forth by Railyard Offices in writing, you are receiving a single user account solely for your use of the Services through one unit per login session. You agree not to resell any aspect of the Service, whether for profit or otherwise, share your IP address or ISP Internet connection with anyone, access the Service simultaneously through multiple units or to authorize any other individual or entity to use the Service. You agree that sharing the Service with another party breaches this TOU and may constitute fraud or theft, for which Railyard Offices reserve all rights and remedies. You have no proprietary or ownership rights to a specific IP or other address, log-in name, or password that you use on our network. Railyard Offices may change your address, log-in name, or password at any time. Railyard Offices will assign you an IP address each time you access the Service, and it will vary. You may not assign your login name, password, or IP address to any other person. You agree not to use the Service, any Railyard Offices or related network or website for any fraudulent, unlawful, harassing or abusive purpose, or so as to damage or cause risk to our business, reputation, employees, subscribers, facilities, or to any person. Improper uses include, but are not limited to:
      1. violating any applicable law or regulation;
      2. Posting or transmitting content you do not have the right to post or transmit;
      3. Posting or transmitting content that infringes a third party's trademark, patent, trade secret, copyright, publicity, privacy, or other right;
      4. Posting or transmitting content that is unlawful, untrue, stalking, harassing, libelous, defamatory, abusive, tortious, threatening, obscene, hateful, harmful or otherwise objectionable as determined in our sole discretion;
      5. Attempting to intercept, collect or store data about third parties without their knowledge or consent;
      6. Deleting, tampering with or revising any material posted by any other person or entity;
      7. Accessing, tampering with or using non-public areas of the Service or any Railyard Offices or related website, computer systems or network;
      8. Attempting to probe, scan or test the vulnerability of a system or network or to breach security or authentication measures;
      9. Attempting to access or search the Service or any Railyard Offices or related network or website with any engine, software, tool, agent, device or mechanism other than the software and/or search agents provided by Railyard Offices or other generally available third party web browser;
      10. Sending unsolicited messages, including without limitation, promotions or advertisements for products or services, "pyramid schemes", "spam", "chain mail" or "junk mail";
      11. Using the Service or any Railyard Offices or related website or network to send altered, deceptive or false source-identifying information;
      12. Attempting to decipher, decompile, disassemble or reverse engineer any of the software comprising or in any way making up a part of the Service or any Railyard Offices or related website or network;
      13. Interfering or attempting to interfere with the access of any user, host or network, including without limitation, sending a "virus" to the Service or any Railyard Offices or related website or network, overloading, "flooding," "spamming," "crashing," or "mailbombing" the Service or any Railyard Offices or related website or network; or
      14. Impersonating or misrepresenting your affiliation with any person or entity. If Railyard Offices suspects violations of any of the above, Railyard Offices will investigate and may institute legal action, immediately deactivate Service to any account without prior notice to you, and cooperate with law enforcement authorities in bringing legal proceedings against violators. You agree to reasonably cooperate with Railyard Offices in investigating suspected violations.
    • 21) You shall not install, maintain, or otherwise locate at Railyard Offices any computer server of any kind, whether hardware or software without written permission from Railyard Offices.
    • 22) Railyard Offices’ Reserved Rights: Railyard Offices is entitled to access all co-working/office space, with or without notice for maintenance, safety, or emergency purposes. Railyard may temporarily move furniture contained in office spaces, as needed.
  15. Miscellaneous.
    • 1) Entire Agreement. This TOU and Community Norms 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.
    • 2) In the event that any provision or portion of this TOU, or Community Norms is determined to be invalid, illegal or unenforceable for any reason, in whole or in part, the remaining provisions of this TOU and Community Norms shall be unaffected thereby and shall remain in full force and effect to the fullest extent permitted by applicable law.
    • 3) No waiver shall be binding on Railyard Offices unless executed in writing by an authorized representative of Railyard Offices.
    • 4) Successors and Assigns. This TOU and Community Norms shall be binding on your heirs, legal representative, successors, and assigns.
    • 5) 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 Railyard Offices.
    • 6) All notices, requests, demands or other communications for which this TOU or Community Norms provides shall be in writing and shall be addressed at the following addresses: If to Railyard Offices LLC: Railyard Offices, 1630 1st Ave N, Ste B, Fargo, ND 58102; Attn: Lori Michels.  If to you: At the address set forth on your Membership Registration, or such other address as any party may designate in writing. All notices under this TOU and Community Norms 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.
    • 7) Attorney's Fees. If Railyard Offices shall bring any action for any relief against you arising out of this TOU or Community Norms, 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.
    • 8) The rights and obligations hereunder shall be governed by, and this TOU and Community Norms shall be construed and enforced in accordance with, the laws of the State of North Dakota. Venue for the resolution of any dispute arising out of this TOU or Community Norms shall be Cass County, North Dakota.
    • 9) Railyard Offices may in its sole discretion, upon written notice, change the Terms of Use and Community Norms.

I hereby acknowledge that I have read and understood all of the terms and conditions contained in this TOU and Community Norms and further agree to be bound to the TOU and Community Norms regarding my participation in and use of the Services.