Terms and Conditions of Use

Acceptance of Terms

The services CoCreate Hilo provides are subject to the following Terms and Conditions (T&C). CoCreate Hilo reserves the right to update the T&C at any time without notice. The latest version of the T&C is available at www.cocreatehilo.com/license.

CoCreate Hilo reservation request does not create a tenancy but a prepaid usage license to use the provided amenities on the approved date(s).

 Description of Services

CoCreate Hilo may provide me with access to workstations, internet access, office equipment, conference space, and other services (collectively, "Services"). The Services at all times are subject to the T&C.

 I understand that:

I am responsible for all guests I bring into the space under the policies outlined in this document and the corresponding Community Norms. I understand that my guests are here to see the space, meet with me in the conference room, or in the lobby, but they are not here to use free wifi or for personal visits with me.

I must maintain both my area and the common areas shared by multiple members in a neat, clean and sanitary condition.

Any signs, symbols, or pictures that I wish to place in the windows or doors of the premises, or upon any interior part of the building shall be subject to the approval of CoCreate Hilo.

No nails, screws, or thumbtacks are allowed in the walls.

Neither this Terms and Conditions document, nor my Usage Agreement with CoCreate Hilo constitutes a lease, but is rather a license between CoCreate Hilo and Members for licensing of a given space and/or common area.

Neither Sakoda Rock Holdings (CoCreate Hilo), nor their respective agents shall be liable for, (and Member agrees to defend and hold Sakoda Rock Holdings (CoCreate Hilo) and their respective agents harmless from), any claim, action and/or judgment for damages to property or injury to persons suffered or alleged to be suffered on the Premises by any person, firm or corporation. Member shall indemnify, defend and hold Sakoda Rock Holdings (CoCreate Hilo) harmless from and against all loss, cost and expense, including attorneys fees, arising from any act, omissions of negligence of Member or its officers, contractors, licensees, agents, servants, employees, guests, invitees or visitors in or about the Property. The foregoing provisions shall not be construed to make Member responsible for loss, damage, liability or expense resulting from injuries to third parties caused solely by the gross negligence or intentional misconduct of Sakoda Rock Holdings (CoCreate Hilo) or their officers, contractors, licensees, agents, employees of other tenant of the Property. Member’s indemnity obligations under this lease shall by be limited by any limitation on the amount or type of damages, compensation or benefits payable to or for any third party under the Worker Compensation Acts, Disability Benefit Acts or other employee benefit acts. This paragraph has been specifically negotiated and agreed upon by both parties.

 No Unlawful or Prohibited Use

I will not use CoCreate Hilo for any purpose that is unlawful or prohibited by these terms, conditions and notices. I may not use CoCreate Hilo in any manner that could damage, disable, overburden, or impair any of CoCreate Hilo’s equipment, or interfere with any other party’s use and enjoyment of any Services.

I may not attempt to gain unauthorized access to any Services, or accounts, computer systems or networks operated by CoCreate Hilo or its participants or members, or to any of the Services, through hacking, password mining or any other means. I may not obtain or attempt to obtain any materials or information through any means not intentionally made available through the Services, nor should I post or download files that I know or should know are illegal or that I have no rights to.

I hereby represent and warrant that I have all requisite legal power and authority to enter into and abide by the terms and conditions of this T&C and no further authorization or approval is necessary. I further represent and warrant that my 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 I am a party.

 Use of Services

I agree that when participating in or using the Services, I will not:

Use the Services in connection with contests, pyramid schemes, chain letters, junk email, spamming, or any duplicative or unsolicited messages (commercial or otherwise); Defame, abuse, harass, stalk, threaten or otherwise violate the human or legal rights (such as rights of privacy and publicity) of others; Publish, post, upload, distribute or disseminate any inappropriate, profane, defamatory, obscene, indecent or unlawful topic, name, material or information on or through CoCreate Hilo servers, networks or equipment, including but not limited to pornography and hate propaganda; View, 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 a limitation, copyright, trademark laws (or by rights of privacy or publicity) unless I own or control the rights thereto or have received all necessary permission to do the same; 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; Upload files that contain viruses, Trojan Horses, Worms, time bombs, candlebots, corrupted files, or any other similar software or programs that may damage the operation of another computer or property belonging to CoCreate Hilo or any of its participants or members; Download any file that I know, or reasonably should know, cannot be legally reproduced, displayed, performed, and or/distributed in such manner; Restrict or inhibit any other participant or member from using and enjoying the Services. Violate any code of conduct or other guidelines which may be applicable for any particular Service (including the policies included in the Community Norms and any additional guidelines expressed by the building owners); Harvest or otherwise collect information about others, including email addresses, without the authorization or consent of the disclosing party; Violate any applicable laws or regulations; Create false identity for the purpose of misleading others; Tamper with, borrow, or remove another member’s property, or any property belonging to CoCreate Hilo, without their express permission;

Maintain or store any inventory of goods or products upon the premises, without the express written consent of CoCreate Hilo, and without appropriate levels of renter’s insurance covering all liability against loss or damage to those goods or products;

Cause or permit any hazardous substance to be used, stored, generated, released or disposed of on or in the Premises. “Hazardous” shall be determined at the sole discretion of CoCreate Hilo.

Act in a manner that, at CoCreate Hilo’s sole discretion, does or is likely to adversely affect the peaceful operation and enjoyment of the premises of CoCreate Hilo, or the building, including without limitation creating any disturbance to occupants of CoCreate Hilo premises or the greater building or their employees, licensees, guests or contractors.

 Invoicing and Payment

The Member is automatically invoiced based on the first of the month with a 5% late fee applied for monthly fees after the 5th day of the month, a new invoice is generated each month via Cozy, an online payment platform. An invitation will sent via email and access to CoCreate begins after you’ve set up you’ve confirmed your Cozy account. If you begin after the first of the month your first payment will be prorated and prepaid to the manager, then your next invoice will be paid through Cozy. To avoid service interruption and/or late payment fees, all invoices must be paid-in-full on the 1st of the month or before the 5th.

 Space License Use Expiration

Monthly membership passes expire on the next renewal date and may not be carried over to the following month if payment is not made on time.

 Renewals and Terminations

The first renewal date for monthly services will be one month after the date the service began, unless CoCreate Hilo is notified in writing (email qualifies as written notice) of the Member’s intent to delay or cancel their membership renewal as established in this T&C.

Members may terminate their membership by giving a written notice of termination to sakodarock@gmail.com at least seven (7) days before the renewal date (email qualifies as written notice). Should Member not provide timely notice of membership termination to CoCreate Hilo, then the membership shall continue until the next renewal date, and the service fees for that month shall be payable.

 Failure to Comply

Once signed, this T&C remains in effect for Services at CoCreate Hilo in perpetuity. The T&C must be adhered to at all times. Failure to follow the T&C can result in non-renewal or early termination of the usage license. CoCreate Hilo reserves the right to terminate any Service at any time, immediately and without notice, if the Member fails to comply with the T&C. This includes non-payment or violation of the Community Norms. If this happens, CoCreate Hilo may refund any amounts paid for unused periods that remain after deducting any pending charges, on a prorata basis.

 Disclosure of Information

CoCreate Hilo reserves the right at all times to disclose any information about me or my participation in and use of the Services, as CoCreate Hilo 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, at CoCreate Hilo’s sole discretion.

Confidentiality

I acknowledge and agree that during my participation in and use of the Services I may be exposed to Confidential Information. "Confidential Information" shall mean all information, in whole or in part, that is disclosed by CoCreate Hilo or any participant, member or user of the Services or any employee, affiliate, or agent thereof, that is non-public, confidential or proprietary in nature. Confidential information also includes, without limitation, information about business, sales, operations, know-how, trade secrets, business affairs, any knowledge gained through examination or observation of or access to the facilities, computer systems and/or books and records of CoCreate Hilo or its participants or members, any analyses, compilations, studies or other documents prepared by CoCreate Hilo or its participants or members or otherwise derived in any manner from the Confidential Information that I are obliged to keep confidential or know or have reason to know should be treated as confidential.

My participation in and/or use of the Services obligates me to: maintain all Confidential Information in strict confidence; not to disclose Confidential Information to any third parties.

 All confidential information remains the sole and exclusive property of CoCreate Hilo or the respective disclosing party. I acknowledge and agree that nothing in this T&C or my participation or use of the Services will be construed as granting any rights to me, by license or otherwise, in or to any Confidential Information or any patent, copyright or other intellectual property or proprietary rights of CoCreate Hilo or any participant, member or user of the Services.

Disclaimer of Warranties

To the maximum extent permitted by the applicable law, CoCreate Hilo 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: 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 me.

Exclusion of Incidental, Consequential and Certain Other Damages

To the maximum extent permitted by the applicable law, in no event shall CoCreate Hilo 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 CoCreate Hilo, and even if CoCreate Hilo has been advised of the possibility of such damages.

Limitation of Liability and Remedies

Notwithstanding any damages that I might incur for any reason whatsoever (including, without limitation, all damages referenced above and all direct or general damages), the entire liability of CoCreate Hilo 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 T&C and my exclusive remedy for all of the foregoing shall be limited to actual damages incurred by me based on reasonable reliance up to $1,000.00. The foregoing limitations, exclusions and disclaimers, (including the previous sections) shall apply to the maximum extent permitted by applicable law, even if any remedy fails its essential purpose.

Non-Disparagement

I shall, during and after the participation in and use of the Services, refrain from making any statements or comments of a defamatory or disparaging nature to any third party regarding CoCreate Hilo, or any of CoCreate Hilo officers, directors, employees, personnel, agents, policies, services, products or members, other than to comply with law.

Indemnification

I release, and hereby agree to indemnify, defend and save harmless CoCreate Hilo and CoCreate Hilo 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 my negligent actions, errors and omissions, willful misconduct and fraud in connection with the participation in or use of the Services. I further agree in the event that I bring a claim or lawsuit in violation of this agreement, I shall be liable for any attorney fees and costs incurred by CoCreate Hilo or its respective officers and agents in connection with the defense of such claim or lawsuit.Insurance

CoCreate Hilo carries Liability and Business Personal Property insurance.  As a member, I am not required but it is strongly suggested that I carry a Renters Insurance policy to cover my own equipment while using CoCreate Hilo space. That policy may cover my current residence/office, as well as the premises of CoCreate Hilo.

Severability

In the event that any provision or portion of this T&C is determined to be invalid, illegal or unenforceable for any reason, in whole or in part, the remaining provisions of this T&C shall be unaffected thereby and shall remain in full force and effect to the fullest extent permitted by applicable law.

Participation In or Use of Services

I acknowledge that I am participating in or using the Services of my own free will and decision. I acknowledge that CoCreate Hilo does not have any liability with respect to my access, participation in, use of the Services, or any loss of information resulting from such participation or use.