1.  Overview

These Membership Terms and Conditions (the “Terms”) describe your rights and obligations in connection with your receipt and use of the services provided by Sesh Loft (defined below) in connection with your Sesh membership, coins, or other services specified herein (the “Services”, as further described below). Any capitalized terms used, but not defined, herein have the meanings set forth in your Co-Working Membership Agreement (the “Membership Agreement”).

Please read these Terms carefully, as they affect your legal rights. Among other things, these Terms include your agreement that except for certain types of disputes described in the “Governing Law, Dispute Resolution and Class Action Waiver” section below, you agree that disputes between you and us will be resolved by binding, individual arbitration and you waive your right to participate in a class action lawsuit or class-wide arbitration. If you have any questions about these Terms, please contact hello@seshcoworking.com.  By using the Services, you are agreeing to abide by and be bound by these Terms.

2.  

If you are entering into these Terms on behalf of an entity, you represent and warrant that you have all necessary right, authority and consent to bind such entity to these Terms.

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3.  Membership Types

The membership types available are as follows – Membership and Coworking Passes:

(a)   Membership

(i) Access to The Sesh internal communications platforms, including but not limited to – Member Management System, Slack Channel, Community Newsletter, Sesh hosted events, and any additional networks as directed by The Sesh Loft management team.

(ii)   Access dependent upon purchased association level (Unlimited Monthly Membership of Open Co-working per month at Sesh Loft – (2808 Caroline St, Ste 201, Houston, TX 77004) during normal operating business hours (M-F, 8 am to 5 pm)

(b) Coworking Passes

(i) Access to work out of The Sesh Loft  based on pass(es) purchased (single day or 5 passes) including all amenities provided at the direction of The Sesh Loft management team.

(ii)   Access to – Member Management System, Community Newsletter, and any additional networks as directed by The Sesh Loft management team.

4.  Services

References to “Services” in these Terms shall include, without limitation, access to and use of our online member network, member-only events and offerings and space in the Premises (as defined in your Membership or Reservation Agreement) and certain other related services and features we provide. The exact Services you receive will depend on (a) the product or services you have purchased; (b) the Services available, (c) additional features and Services selected by you, such as through a “Service Package”, which may be subject to additional guidelines, terms, conditions and/or rules (“Additional Terms”), including additional payment obligations.

“Services” do not include, and we are not involved in or liable for, the provision of products or services by third parties (“Third Party Services”) that you may elect to purchase in connection with your Membership, such as group health insurance, gym memberships or payroll services. Third Party Services are provided solely by the applicable third party (“Third Party Service Providers”) and pursuant to separate arrangements between you and the applicable Third Party Service Providers.

Some features of the Services may be subject to Additional Terms, which will be posted with those features or otherwise communicated to you. Your use of such features will constitute your acceptance of the applicable Additional Terms, and those Additional Terms will be automatically incorporated in these Terms by this reference.

5.  The Sesh Loft Network

To use the Services, you must use The Sesh Loft Network at sesh-coworking.officernd.com.

6.  Changes in Services and Terms

The availability and scope of the Services, as well as the availability and scope of benefits we offer in relation to Third Party Services, are subject to change from time to time in our sole discretion. Without limiting the generality of the foregoing, you acknowledge that our Premises, and the Services we may offer, are also subject to change from time to time. From time to time, we may also make modifications, deletions or additions to these Terms and will provide you with notice of changes to these Terms or to Services that apply to you, by emailing the last email address provided by you in your Membership Agreement or by posting a notice on The Sesh Loft Network at sesh-coworking.officernd.com. Most changes will be effective immediately upon notice, except that pricing and fee changes will be effective upon your next subscription period. If you don’t agree to the changes, you may cancel your Membership or Passes at any time, but note that there are no refunds for early cancellation. Your cancellation will be effective 30 days after notice is submitted, and you will be charged for your final bill on the previously scheduled billing date.

The Sesh Loft reserves the right to terminate your membership and any Services provided hereunder in the event The Sesh Loft no longer has the right to use the Premises (as defined in your Membership or Reservation Agreement) or is otherwise prevented from providing such membership or Services. Such termination shall be effective upon The Sesh Loft’s delivery of written notice, and any prepaid Membership Fees (hereinafter defined) with respect to periods following such termination shall be promptly refunded.

7.  Age Requirement

Membership and Services are available to those who are at or above 18 years of age. You agree to provide us with accurate and complete information about yourself upon registration and as you use the Services. Guests under the age of 21 are not permitted to events without prior approval from The Sesh Loft’s Community Management Team, and will be asked to leave the premises.

8.  Passwords and Entry codes

You agree to not reveal your account password or entry code or other access device or credentials to anyone else (or let anyone else use your account), and to not make any copies of any physical keys, keycards, or other means of entry to our Premise (each, an “Access Device”). You are responsible for maintaining the confidentiality and security of your password and entry code. You must promptly notify us if you suspect your password has been compromised. Access Devices provided to you by The Sesh Loft remain our property, and must be returned immediately upon termination or expiration of your The Sesh Loft membership. All Access Devices must be purchased from The Sesh Loft upon signup and you will be charged a replacement fee for any lost or damaged Access Devices.

9.  Linking to a Company

During the registration process, you may identify a Company (defined below) with whom your profile is associated. Alternatively, your individual profile may have been created by an authorized representative of your employer or other entity for which you provide services (a “Company”), and your profile will be associated with such Company. You agree that you will not falsely represent your association with any Company, impersonate any third party, or otherwise submit or present any false or misleading information to us or The Sesh Loft community. In the event your relationship with the Company in your profile changes or ends, you agree to promptly update your profile to reflect the same. If your membership or pass is provided by a Company, you may lose access to the Membership or Services upon termination or change in status of your relationship with such Company. If you are an authorized representative of an entity receiving the Services, you hereby warrant and represent to us that (a) you have the proper authority to create, terminate and maintain the Company account and to add and remove individual members to and from the account and (b) you have obtained all necessary consent from any applicable individuals for the creation of their accounts and the processing of individual information within and outside of the US. You agree to indemnify, defend and hold us harmless for any loss we may suffer as a result of any breach of these warranties, representations or covenants.

Paying for Your Membership

10.  Payments

By signing up for a Sesh Loft membership (including any Service add-ons, events, rentals or space reservations) and providing your payment information, you agree to pay us the recurring or nonrecurring fees associated with the particular Services you are purchasing, as displayed to you at the time you create your account and/or sign up for the relevant Services, or as updated by us from time to time upon notice to you. You acknowledge and agree that the payment method provided by you will be automatically charged the fees and any other amounts you may incur or be liable for (including for damages caused to our Premises or property) in connection with the Services. Only a single payment method may be used at any given time to make payments for all Services you purchase in a single transaction. You must keep your payment information up-to-date and accurate. Recurring fees, which may include recurring membership fees (“Membership Fees”) and any other recurring fees you have agreed to in connection with the Services will be charged on the sign-up date and thereafter on a monthly basis unless we notify you otherwise. Overage fees and other non-recurring fees will be charged within thirty (30) days of you accruing such fees.

11.  Late Fees

If payment for your Membership Fee or any other accrued and outstanding fee is not made within ten days when due, you will be responsible for paying the then-current late charge. After one instance of a late payment, The Sesh Loft will implement a late fee on your next bill. The current late fee charge is 10% of your late invoice and will be automatically applied to your next bill. Your use of the Services may be immediately suspended, and eventually terminated, if we are unable to charge your payment instrument for any reason. When we receive funds from you, we will first apply the funds to any balances which are in arrears and to the earliest month due. Once past balances are satisfied, any remaining portion of the funds will be applied to current fees due.

12.  Fee Modifications

The fees applicable to your account may be subject to modification from time to time, and such modifications will become effective upon your next subscription period. Your continued use of the Services following notice of any such modifications, and through the next payment date, constitutes your agreement to such modified fees. You may at any time cancel your account as set forth below if you do not agree to any modified fees. You will be notified of any fee modifications no less than 60 days prior to their implementation and in writing via email to your registered email address.

13.  No Refunds

All fees are non-refundable. All fees must be paid in the official local currency of the location of your contracting entity or as otherwise specified by The Sesh Loft.

Using and Terminating the Services

14.  House Rules

The House Rules of The Sesh Loft are hereby incorporated into these Terms. House Rules may be revised from time to time. In general, we expect that you will not perform any activity that is reasonably likely to be disruptive, damaging or dangerous to us, our employees or agents, other members, any guests or any other third parties or any property of any of the foregoing. If you have questions about the guidelines for any of our Premises, please submit a request at hello@seshcoworking.com.

15.  Service Restrictions

Your Membership or account, to the extent applicable, is specific to you. You cannot add additional members to your account or share your account credentials with any other individual. Furthermore, any Services or any space you reserve or occupy on the Premises may not be used as a “retail,” “medical,” or other nature involving frequent use by or visits from members of the public unless approved by Sesh Loft Management.

16.  Security

All Access Controlled doors to The Sesh Loft will be secured at all times. All visitors must be met at the front desk and be escorted through the space by a member. The Sesh Loft’s Community Management team will notify you when your guests arrive but will not escort them into the space, and guests will not be permitted to enter without a member escort.

Visitors must be registered with The Sesh Loft. Please be sure to inform your guest(s) to bring a valid government-issued photo id to gain access to our Premises. Members are responsible for their guests’ actions.

For security purposes, we may regularly record via video certain areas of our Premises. If we deem it reasonably necessary, we may disclose information about you to satisfy applicable law, rule, regulation, legal process or government request, or to protect us, our members, or other individuals, or any of our or their property. It is your obligation to notify any of your guests about this policy.

17.  Additional Services

Additional Services (herein so called) may be available to you, either in connection with The Sesh Loft or pursuant to special or additional features, Service Packages, or other offerings. For more information about Additional Services that may be available to you, please submit a request at hello@seshcoworking.com or contact the applicable The Sesh Loft team member. Additional Terms may apply to the additional Services, and to the extent you are receiving any Additional Services, the applicable Additional Terms are hereby incorporated into these Terms by this reference.

18.  Podcast & Photo Studio 

You may use coins for the podcast and photo studio rental at The Sesh Loft all subject to availability of such spaces. At The Sesh Loft’s sole discretion, use of our spaces and rooms may be limited to a predetermined monthly amount of coins per membership. Hours booked in excess of allotted membership amounts would be subject to the standard fees for such Services. Such Fees are subject to change at The Sesh Loft’s sole discretion.

19.  Mail

Subject to availability and a $20 monthly fee, you may elect to receive mail and packages at the Premise. If you have done so, we will accept mail and deliveries on your behalf during The Sesh Loft’s regular business hours on our regular business days. We will return or dispose of any mail or packages left for more than 30 days and have no obligation to store or receive such mail or packages for more than thirty (30) days of our receipt or if we receive mail or packages after you terminate your Membership. This Service is meant to allow you to accept business correspondence from time to time. It is not meant to provide an address for the receipt of merchandise. As such, we have no obligation to accept bulk or oversized mail or packages.

20.  Property

During the term of your Membership, we are not responsible for any property you leave behind on a daily basis. It is your responsibility to ensure that you have retrieved all of your personal items prior to leaving each workday.  In addition, prior to the termination or expiration of your Sesh Loft Membership, you must remove all of your property from The Sesh Loft Premises. After providing you with reasonable notice, we will be entitled to dispose of any property remaining in any of our Premises, and you waive any claims or demands regarding such property or our handling of such property. You will be responsible for paying any fees reasonably incurred by us regarding such removal.

21.  Damage

You may be held liable (and do hereby authorize us to charge you) for the repair cost for all damage to our Premises and items therein caused by you, your employees, guests or invitees.

22.  Pets

Pets of any type are prohibited inside The Sesh Loft’s Premises, outside of officially designated ADA Certified Service Animals, as long as they are visibly labeled as such. Failure to comply with this may result in immediate membership termination and/or charges for damages incurred.

23.  Intellectual Property of Others

You must not directly or indirectly take, copy or use any information or intellectual property belonging to other members or member companies or any of their guests, including without limitation personal names, likenesses, voices, business names, trademarks, service marks, logos, trade dress, other identifiers or other intellectual property, or modified or altered versions of the same. The Sesh Loft will not be held liable should your intellectual property be taken, copied or used without your permission while you are utilizing The Sesh Loft’s services.

24.  Technology Release 

You acknowledge that you have no expectation of privacy with respect to The Sesh Loft’s internet connection, networks, telecommunications systems or information processing systems (including any stored computer files, email messages and voice messages), and your activity and any files or messages on or using any of those devices or systems may be monitored at any time without notice, including for security reasons and to ensure compliance with our policies and applicable laws, regardless of whether such activity occurs on equipment owned by you or us.

25.  You and Other Members

We do not control and are not responsible for the actions of other members or any other third parties. If a dispute arises between members or their invitees, or visitors, we shall have no responsibility or obligation to participate, mediate or indemnify any party.

26.  Account Termination

If you fail, or if we suspect that you have failed, to comply with any of the provisions of these Terms at any time, we may, at our sole discretion, restrict your access to your account and the Services and/or terminate your account with immediate effect and without prior notice to you. In addition, we may decline to renew your subscription for any or all Services at the end of your subscription period for any reason or for no reason. We may also at any time terminate your account and Sesh Loft Membership. You can cancel your account at any time, by submitting a request at hello@seshcoworking.com.

Please note that if your individual account was created by a Company, (a) an authorized representative of such Company may at any time terminate your individual account by contacting us, and (b) we may terminate your account, even if the Company’s account remains active, and even if you continue to be employed or engaged by such Company. Cancellation will be effective immediately upon our receipt of notice of cancellation. We do not provide refunds upon termination or cancellation of your account with respect to amounts already paid. You will remain liable for past due amounts, and we may exercise our rights to collect due payment, despite termination or expiration of your Sesh Loft Membership.

If you need to pause your Membership and/or Services for a period longer than 30 days please contact hello@seshcoworking.com to submit a request. Membership and Service pauses are pending approval of Sesh Loft management and limited to a total of three months. After three-months Membership and Services will be terminated. Should Membership or Services be re-started after termination, pricing will be determined according to that date’s current pricing structure.

27.  Alcohol

The Sesh Loft may, from time to time, provide beer, wine or other alcohol (collectively, “Alcohol”) on or about the Premises. You acknowledge and agree that (i) you may consume Alcohol on the Premises only if you are 21 years of age or older and (ii) if you consume Alcohol on the Premises, you must do so responsibly and in accordance with any rules or regulations imposed by The Sesh Loft in connection therewith. The Sesh Loft reserves the right at any time to disallow possession and/or consumption of Alcohol on the Premises upon notice to you.

28.  Events

The Sesh Loft will host events inside a variety of locations inside our space. Events can be booked on an hourly or daily basis and rates are set by The Sesh Loft’s Management team. Event fees are non-refundable and are dependent on the size, type, timing, and technical requirements of each event. Event attendees are required to abide by The Sesh Loft’s standard Terms and Conditions, as well as The Sesh Loft’s House Rules, while inside the facility. Visitors who do not abide by the Terms and Conditions and/or the House Rules may be asked to leave the facility. Any damage to the facility will be billed directly back to the payment method used for the rental.

Advertisements, Endorsements and Testimonials

29.  Advertisements

In using the Services, you may encounter advertisements from Third Party Service Providers and our other business partners, which may be targeted to you based on certain information you provide to us or that we collect based on your use of the Services. The types and extent of advertising are subject to change. In consideration for us granting you access to and use of the Services, you agree that we, such Third Party Service Providers and our other business partners may provide you with such advertising from time to time.

30.  Endorsements and Testimonials

From time to time, we may also publish testimonials by users and members related to their experiences with the Services. These testimonials are the users’ subjective opinions, and they represent individual results. We neither verify them nor claim that they are typical results that others will generally achieve. Names, locations, dates and other information may have been changed to protect the privacy of the individuals involved. All other testimonials and endorsements of any type, format or nature posted by users are not verified by us, and we make no warranty or representation as to their accuracy. You should be cautious when relying on any testimonials or endorsements, and you should assume the results described therein are not typical.

31.  Use of The Sesh Loft Name; Photos of the Premises.  

You may not take, copy or use for any purpose the name “The Sesh Loft” or any of our other business names, trademarks, service marks, logos, trade dress, other identifiers or other intellectual property or modified or altered versions of the same, or take, copy or use for any purpose any pictures or illustrations of any portion of The Sesh Loft property, without our prior consent.

Limitations of Liability/Indemnification

32.  Waiver and Release of Claims. 

To the extent permitted by law, you, on your own behalf and on behalf of your employees, agents, guests and invitees, waive any and all claims, liabilities, damages, expenses, including attorneys’ fees and rights (“Claims”) against us and our landlord(s) at the Premises and our affiliates, parents, and successors and each of our and their employees, assignees, officers, agents and directors (collectively, “The Sesh Loft Parties”) resulting from injury or damage to, or destruction, theft, or loss of, any property or person and release The Sesh Loft Parties from any such Claims. Without limiting the generality of the foregoing, the release in this Section 33 shall apply to all Claims resulting from or arising in connection with the consumption of Alcohol by you or your employees, agents, guests and invitees.

33.  Liability for Third Party Actions

We are not liable for actions of other individuals. We do not control and are not responsible for the actions of other individuals using the Services or at our Premises. You should be aware that other users or members may not be who they claim to be. We do not perform background checks on our users or members nor do we guarantee that our users’ or members’ profiles are accurate. We do not endorse, support or verify the facts, opinions or recommendations of our users or members.

34.  Third Party Products/Services

We do not have liability for third party products or services. The Services may provide you with access to third party products or services. The Services may also provide you with access to advertisements from our other third party business partners. We are not responsible for the content of these advertisements or any links, products, services or other materials relating to any third party products, services, advertisements or other materials. In no event will we be liable, directly or indirectly, to anyone for any damage or loss relating to any use of or reliance on any advertisement on the Services or any products, services or other materials relating to any advertisement. You agree that our making available access to or discounts for these third party services does not constitute provision of such third party services by us, and you will look solely to the applicable third party for provision of the applicable third party services and for compensation for any claims, damages, liabilities or losses you may incur in connection with such third party services.

35.  Limitation of Liability

To the extent permitted by law, the aggregate monetary liability of any of The Sesh Loft Parties to you or your employees, agents, guests or invitees for any reason and for all causes of action, whether in contract, tort, breach of statutory duty, or other legal or equitable theory will not exceed the total amounts paid by you to us under these Terms for the product or service from which the claim arose in the twelve (12) months prior to the claim arising. None of The Sesh Loft Parties will be liable under any cause of action, for any indirect, special, incidental, consequential, reliance or punitive damages, including loss of profits or business interruption, or for the cost of any substitute goods, services or technology. You acknowledge and agree that you may not commence any action or proceeding against any of The Sesh Loft Parties, whether in contract, tort, breach of statutory duty, or other legal or equitable theory, unless the action, suit, or proceeding is commenced within one (1) year of the cause of action’s accrual. For the avoidance of doubt, nothing in these Terms will exclude our liability for (a) death or personal injury caused by our negligence; (b) fraud or fraudulent misrepresentation or (c) any breach of any implied terms which cannot lawfully be excluded.

36.  Disclaimer of Warranties and Implied Terms

The Services are provided “AS IS”. To the extent permitted by law, we disclaim all warranties and terms, express or implied, with respect to the Services, including warranties, terms or representations as to the availability, operation, performance and/or use of our Services, or any other materials on or accessed via the Services, including any warranties or terms of merchantability, fitness for a particular purpose, title, non-infringement and any implied warranties, terms or indemnification arising from course of dealing, course of performance or usage in trade.

37.  Exclusions

Some jurisdictions do not allow the exclusion of certain warranties or the exclusion or limitation of liability for consequential or incidental damages, so the exclusions and limitations above may not apply to you. In such event, such exclusions and limitations shall apply to the maximum extent allowed under applicable law.

38.  Indemnity

You agree to indemnify, defend and hold harmless The Sesh Loft Parties from and against any and all Claims resulting from any breach of these Terms by you or your employees or guests, or your or their invitees or from any of your or their actions or omissions, and The Sesh Loft will have sole control over the defense of any such Claims. You are responsible for the actions of and all damages caused by all persons that you or your guests invite to enter any of the Premises. You shall not make any settlement that requires a material act or admission by any of The Sesh Loft Parties, imposes any obligation upon any of The Sesh Loft Parties or does not contain a full and unconditional release of The Sesh Loft Parties, without our written consent. None of The Sesh Loft Parties shall be liable for any settlement made without its prior written consent.

39.  Cooperation

You agree to cooperate with us. From time to time, we may investigate any actual, alleged or potential violations of these Terms. You agree to cooperate fully in any of these inquiries. You waive any and all rights against The Sesh Loft Parties, and agree to indemnify, defend and hold them harmless in connection with any Claims relating to any action taken by us as part of our investigation.

Governing Law, Dispute Resolution and Class Action Waiver

40.  Governing Law

These Terms and the transactions contemplated hereby shall be construed and enforced in accordance with the laws of the State of Texas without regard to conflicts of laws provisions which would otherwise require application of the laws of another jurisdiction.

41.  Venue

The parties hereby consent to the exclusive jurisdiction of any state or federal court located within the County of Harris, State of Texas and irrevocably agree that all actions or proceedings related to this Contract or the Parties’ activities hereunder shall be litigated in such courts; and each Party waives any defense of forum non conveniens and agrees to be bound by any judgment rendered thereby in connection with your Membership Agreement or these Terms.

42.  Dispute Resolution

If any claim or dispute arises between you and us relating to this agreement or the breach of any terms contained herein, we agree to attempt in good faith to resolve the dispute by reasonable businesslike negotiations without involvement of attorneys and without resort to mediation, arbitration or litigation.  If we cannot reach agreement within thirty (30) days after one party first gives written notice to the other party, either of us may proceed to mediation or litigation.

43.  Class Action Waiver

Any proceeding to resolve or litigate any dispute in any forum will be conducted solely on an individual basis. Neither you nor we will seek to have any dispute heard as a class action or in any other proceeding in which either party acts or proposes to act in a representative capacity. No proceeding will be combined with another without the prior written consent of all parties to all affected proceedings. You and we also agree not to participate in claims brought in a private attorney general or representative capacity, or any consolidated claims involving another person’s account, if we are a party to the proceeding. You are giving up your right to participate as a class representative or class member on any class claim you may have against us including any right to class arbitration or any consolidation of individual arbitrations.

General Provisions

44.  What if some of these Terms are not Enforceable?

These Terms, any Additional Terms as well as our House Rules and any future-specific guidelines, terms or rules that may be posted or provided to you constitute the entire agreement between us regarding the Services and supersede and merge any prior proposals, understandings and contemporaneous communications. If any provision of these Terms and/or any feature-specific guidelines, terms or rules that may be posted or provided to you are held to be unenforceable, then that provision is to be interpreted either by modifying it to the minimum extent necessary to make it enforceable (if permitted by law) or disregarding it (if not). If an unenforceable provision is modified or disregarded in accordance with this paragraph, the rest of these Terms and/or any feature-specific guidelines, terms or rules that may be posted or provided to you are to remain in effect as written, and the unenforceable provision is to remain as written in any circumstances other than those in which the provision is held to be unenforceable. The failure of either party to enforce its rights under these Terms at any time for any period will not be construed as a waiver of such rights, and the exercise of one right or remedy will not be deemed a waiver of any other right or remedy.

45.  Nature of these Terms

Notwithstanding anything in these Terms to the contrary, these Terms in no way shall be construed so as to grant you any title, lease, easement, lien, possession or related rights in our business, Premises or anything contained in our Premises. These Terms create no tenancy interest (including any security of tenure), leasehold estate, or other real property interest. Neither party will in any way misrepresent our relationship.

46.  OFAC

You hereby represent and warrant that you are not, nor will you be at any time while you are a member, an entity or individual listed on the Specially Designated Nationals and Blocked Persons List published by the U.S. Department of Treasury, as updated from time to time.

47.  Contacting us

If you have any questions relating to these Terms, please contact us at hello@seshcoworking.com