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Members Terms of Use

The following terms and conditions (“Terms”) shall govern the Member’s membership (the “Membership”) in Berkshire Innovation Center, Inc. (“BIC”) and all services provided by BIC to the Member (the “Services”), including, without limitation: use or rental of conference, classroom, laboratory, manufacturing, training, equipment room, or other common areas (“Collaborative Spaces”); events, whether or not occurring in the BIC’s premises at William Stanley Business Park (the “Premises”); training; and use of equipment:

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  1. Member’s Employees and Guests. Member shall require its employees, officers, directors, members, managers, shareholders, partners, invitees, and guests, and all persons invited by any of them to the Premises or to participate in or benefit from Services (collectively, “Member Personnel”), to abide and be bound by these Terms. All references to Member herein shall mean Member and all Member Personnel.

  2. No Unlawful or Prohibited Use. Member shall not use the Premises or the Services (a) in any manner that shall be disruptive or offensive to others, (b) for any purpose or by any means that shall be unlawful or prohibited by these Terms, (c) in any manner that shall have the potential to damage, disable, overburden, or impair any BIC server or any network connected to any BIC server, (d) in any manner that shall interfere with any other party’s use and enjoyment of the Services, (e) in connection with contests, pyramid schemes, chain letters, junk email, spamming or any duplicative or unsolicited message, (f) to defame, abuse, harass, stalk, threaten or otherwise violate the legal rights (such as rights of privacy and publicity) of others, (g) in connection with the publication, posting, uploading, distribution, or dissemination of any inappropriate, profane, defamatory, obscene, indecent or unlawful topic, name, material or information, (h) in any manner that shall infringe any copyright, trademark, patent, trade secret, right of privacy or publicity, or other intellectual property or proprietary right of any person, (i) to upload or otherwise disseminate any file that Member knows, or reasonably should know, contains a virus, Trojan Horse, worm, corruption, cancelbot, time bomb, or similar software, code, or program, (j) in any manner that shall violate any code of conduct or other guidelines posted by the BIC (k) to harvest or otherwise collect information regarding any person, including, without limitation, email addresses and other contact information, without such person’s express authorization or consent, or (l) in connection with any false identity for the purpose of misleading any person. Member shall not use tobacco on the Premises or bring illegal drugs, alcohol (except at planned events where such use is expressly permitted by BIC) or firearms onto the Premises. Member shall not sleep overnight on the Premises. Member shall be responsible for all damage or loss of BIC’s equipment, or damage to the Premises, caused by Member or any Member Personnel, including, but not limited to, all damage caused by misuse, negligence, unauthorized use by Member or Member Personnel or otherwise.

  3. Member’s Proprietary Information. The Premises is a collaborative workspace and, as such, is not a suitable place for the unsecured storage or discussion of confidential or proprietary information (“Confidential Information”). BIC strongly recommends that Member take all steps necessary to protect and secure its Confidential Information, including, without limitation, by (a) obtaining and using physical and electronic security measures, and (b) executing nondisclosure agreements with any person collaborating with Member who may have access to Member’s Confidential Information.

  4. Premises Access and Use. BIC shall provide key cards (“Key Devices”) enabling Member to access areas of the Premises appropriate for Member’s membership level and purchased Services. Except with the consent of BIC, Member shall register at least seven days in advance of any use of Collaborative Spaces occurring outside normal business hours. Member shall safeguard the Premises, all of its occupants and all property therein, and shall not compromise or bypass any access or security at the Premises, including, without limitation, by: (a) disabling any security features; (b) propping open locked doors, (c) admitting any non-member to the Premises outside normal business hours except (i) in connection with an event open to the public or (ii) with the consent of BIC, (d) admitting any person through an exterior door not marked as an entrance, (e) transferring, lending, borrowing, failing to timely return any Key Device, or (f) failing to notify BIC immediately upon theft or loss of any Key Device.

  5. Equipment Use. Member represents and warrants that Member and Member Personnel shall have been trained by Member, by BIC staff, or through approved training program prior to use of any of BIC’s equipment. The BIC will seek to minimize any costs associated with any necessary training.

  6. Mobile Devices. Member shall set all cell phones and other mobile communication devices to silent or vibrate while in the Premises. Member shall conduct all telephone conversations out of earshot of other persons in the Premises. Unless otherwise agreed by all persons present, all music shall be played exclusively via personal headsets at a volume that shall not disturb other person.

  7. Publicity Rights. Member shall complete a provided Logo and Image Use Consent form permitting (or restricting) the BIC to use photographs or video of Member and Member Personal for promotion of the BIC or the Member or for fundraising purposes. BIC reserves the right at all times to disclose any information about you, your participation in and use of the Services as BIC 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 BIC’s sole discretion. Unless informed otherwise by Member, BIC shall list all Member companies in its Membership Directory on its web site and shall have the right to name Member companies on other promotional and fundraising materials and press releases.

  8. Disclaimer of Warranties. To the maximum extent permitted by applicable law, BIC provides the Services and access to the Premises “AS IS” and with all faults. NO REPRESENTATION OR WARRANTY, WHETHER WRITTEN OR ORAL, IS EXPRESSED OR IMPLIED WITH RESPECT TO THE SERVICES OR THE PREMISES. MEMBER ASSUMES THE ENTIRE RISK AS TO THE USE OF THE SERVICES AND THE PREMISES BY MEMBER AND MEMBER PERSONNEL. BIC SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, LACK OF ELECTRONIC VIRUSES, SECURITY, CONFIDENTIALITY, PRIVACY, QUIET ENJOYMENT, AND NONINFRINGEMENT.

  9. Limitation of Liability. To the maximum extent permitted by applicable law, BIC SHALL NOT BE LIABLE TO MEMBER OR ANY MEMBER PERSONNEL IN CONNECTION WITH THIS AGREEMENT, THE SERVICES, OR THE PREMISES, FOR ANY REASON, INCLUDING, WITHOUT LIMITATION, DAMAGE OR LOSS OF PROPERTY, PERSONAL INJURY, OR DEATH, IN AN AMOUNT IN EXCESS OF ONE-TWELFTH (1/12) OF THE ANNUAL MEMBERSHIP FEE LAST PAID BY MEMBER. BIC SHALL NOT BE LIABLE TO MEMBER OR ANY MEMBER PERSONNEL FOR ANY AMOUNTS REPRESENTING INDIRECT, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES ARISING OUT OF OR RELATED TO THE PERFORMANCE OR FAILURE TO PERFORM UNDER THE TERMS OF THIS AGREEMENT, INCLUDING COSTS OR DAMAGES ARISING OUT OF OR RELATED TO LOSS OF PROFIT, LOSS OF BUSINESS, LOSS, CORRUPTION OR DISCLOSURE OF DATA OR INFORMATION, DEVELOPMENT DELAYS, OR WORK STOPPAGES OR DELAYS, EVEN IF BIC SHALL HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

  10. Termination. BIC reserves the right to terminate the Membership or Member’s participation in and use of any Services, immediately and without notice, in the event of any failure to pay any installment of Membership Fees or any breach of these Terms, in which event BIC shall not be required to refund any portion of the Membership Fee.

  11. Indemnification. Member releases, and shall indemnify, defend and hold harmless BIC and its past, present and future officers, directors, members, education-research partners, agents, representatives, employees, attorneys, contractors, successors and assigns, jointly and individually, from and against all claims, liabilities, losses, damages, and expenses, including, without limitation, attorneys’ fees and disbursements, arising from (a) the negligence, errors and omissions, willful misconduct or fraud of Member or any Member Personnel, (b) damage or loss of BIC’s equipment, or damage to the Premises, caused by Member or any Member Personnel, ordinary wear and tear excepted, and (c) breach by Member or any Member Personnel of any representation, warranty, or covenant in these Terms. Member shall pay all attorneys’ fees and costs incurred by BIC in connection with any claim or lawsuit brought by Member or any Member Personnel for any matter subject to indemnification pursuant to this Section 11, or released by Member or disclaimed by BIC pursuant to the Terms.

  12. Insurance. BIC shall maintain commercial general liability and property insurance on the Premises and all of BIC’s property therein. If Member stores property at the Premises, member shall maintain insurance on such property and shall add the Premises as a location on any relevant insurance policy.

  13. Modification. BIC may modify the facility guidelines from time to time as necessary to ensure a safe, secure, and collaborative environment. Members will receive notice of any modifications by email, and any modifications will be posted in a conspicuous location at the Premises. Member’s continued payment of Membership Fees or use of the Services or Premises following such posting shall constitute acceptance. Without limiting the foregoing terms of this Section 13, if BIC shall make modifications to the Terms that materially affect the use of the Services or the Premises, BIC may request that Member execute an updated version of these Terms.

  14. Miscellaneous. There are no representations of BIC or Member not set forth in these Terms which have been relied upon by Member or BIC. No waiver of any breach of any of these Terms shall constitute a waiver of any other breach of that Term or any other of the Terms. If any of these Terms shall be deemed by any court having jurisdiction thereon: (a) to be invalid or unenforceable, the balance of the Terms shall remain in effect; (b) to be unenforceable because such provision shall be too broad in scope by reason of the geographic or business scope or the duration thereof, or for any other reason, such provision shall be construed to be limited in scope to the extent such court shall deem necessary to make it enforceable; and (c) to be inapplicable to any person or circumstances, it shall nevertheless be construed to apply to all other persons and circumstances. These Terms shall be construed and enforced in accordance with the substantive law of the Commonwealth of Massachusetts, without giving effect to the conflicts or choice of law provisions of Massachusetts or any other jurisdiction. The parties submit to the exclusive jurisdiction of the state or federal courts of Massachusetts, with venue in Berkshire County with respect to any state court proceeding, and Springfield, Massachusetts, with respect to any federal court proceeding. Any notice, approval, consent, waiver, exception, or other communication under these Terms shall be in writing.

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