The services The Hive, LLC (“The Hive Paonia”) provides to you (“The Member”), the undersigned (including but not limited to use of office space and access to Internet), are subject to the following Terms of Agreement (“Terms”). The Hive Paonia reserves the right to update the Terms at any time. The Hive Paonia will attempt to contact you to notify you of any updates within 30 days of their enactment using the contact information provided when purchasing your membership.

1. Payment.

You agree to pay and will pay The Hive Paonia the entire amount of your membership dues. Daily membership dues are due and payable on the date of intended use of The Premises, prior to accessing The Premises and benefiting from The Services. Monthly membership dues are charged and due and payable on the monthly anniversary of your signup date. For example, if you sign up and pay for a monthly membership on April 10th, you will be charged next on May 10th and again each month, on a recurring basis unless you or The Hive Paonia choose to cancel your membership for any reason. Annual membership dues are charged and due and payable on the annual anniversary of your signup date. For example, if you sign up and pay for an annual membership on June 20th, 2014, you will be charged next on June 20th, 2015 and again each year, on a recurring bases unless you or The Hive Paonia choose to cancel your membership for any reason.

Members may pay their membership dues via Cash, Check or Credit Card (MasterCard, VISA, American Express and Discover), Paypal, or by other payment services if made available in writing by The Hive Paonia.

You agree to permit The The Hive Paonia to automatically debit your recurring membership dues. Dues are non-refundable.

 2. Premises.

The Hive Paonia rents and manages the space located at 130 Grand Ave., Paonia, CO 81428-1089. Said space is comprised of private office suites, shared office space, work stations, conference rooms, special events space, “focus rooms”, “lounge”, “meditation room”, kitchen and restroom facilities (“the Premises”).

a. Paid membership grants The Member access to the Premises. Access to The Premises is subject to these Terms.

3. Repairs and Maintenance.

You shall not make any installations, improvements, major alterations or upgrading to The Premises. You shall:

a. Be liable for the cost of repairing all damage caused by your act or neglect;

b. Keep The Premises as clean and safe as possible;

c. Place all garbage and debris in provided waste/recycling/compost bins;

d. Do nothing to cause a cancellation or an increase in The Hive Paonia’s fire or liability insurance;

e. Do nothing to destroy, deface, damage or remove any part of The Hive Paonia;

f. Have or store anything flammable or dangerous in The Premises;

g. Immediately notify The Hive Paonia in the event of an emergency that occurs while you’re present; and

h. Notify The Hive Paonia of any damage or defects to The Premises.

The Hive Paonia shall maintain the common areas of The Premises in a clean and safe condition; make any necessary repair to the Premises within a reasonable time after notice of any defect; and, in the case of an emergency, seek remediation as soon as possible.

4. Description of Services.

The Hive Paonia may provide you with access to office space, work stations, wireless internet access, office equipment, conference space, knowledge resources, and other services as The Hive Paonia may provide from time to time (collectively, “Services”). The Services at all times are subject to the Terms.

5. 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. You are responsible for all necessary state and municipal permits and licenses required by law or regulation to operate your business on The Premises. If you do not obtain or maintain all necessary state and municipal permits and licenses, the Terms shall terminate immediately, and you shall vacate the premises immediately. You may not use the Services in any manner that could damage, disable, overburden, or impair The Hive Paonia server, or the network(s) connected to any The Hive Paonia 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 The Hive Paonia 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 and abide by the terms and conditions of these Terms 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.

6. Use of Services.

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

a. Sublet, assign, or permit the Premises to be used in whole or part by any entity not a party to these Terms;

b. Use said premises for activities other than those directly related to coworking activities without obtaining prior written authorization from The Hive Paonia. Request for such authorization shall be made in writing at least thirty (30) days prior to any proposed such use;

c. Engage in any activities that shall impede the use of the areas inside or outside of the Premises by other coworking members of The Hive Paonia.

d. Use the Services in connection with contests, pyramid schemes, chain letters, junk email, spamming or any duplicative or unsolicited message (commercial or otherwise);

e. Defame, abuse, harass, stalk, threaten or otherwise violate the legal rights (such as rights of privacy and publicity) of others;

f. Publish, post, upload, distribute or disseminate any inappropriate, profane, defamatory, obscene, indecent or unlawful topic, name, material or information on or through The Hive Paonia Services;

g. 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;

h. 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;

i. 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;

j. Download any file(s) that you know, or reasonably should know, cannot be legally reproduced, displayed, performed, and/ or distributed in such manner;

k. Restrict or inhibit any other user from using and enjoying the Services;

l. Violate any code of conduct of other guidelines which may be applicable for any particular Service;

m. Harvest or otherwise collect information about others, including email addresses, without the authorization or consent of the disclosing party;

n. Violate any applicable laws or regulations; and

o. Create a false identity for the purpose of misleading others.

7. Disclosure.

The Hive Paonia reserves the right at all times to disclose any information about you, your participation in and use of the Services as The Hive Paonia 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 Hive Paonia’s sole discretion.

8. Confidentiality.

a. 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 The Hive Paonia, 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, 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 Hive Paonia, any analyses, compilations, studies or other documents prepared by The Hive Paonia or otherwise derived in any manner from the Confidential Information and any information that you are obligated to keep confidential or know or has reason to know should be treated as confidential.

b. Your participation in and/or use of the Services obligates you to

I. maintain all Confidential Information in strict confidence;

II. not to disclose Confidential Information to any third parties;

III. not to use the Confidential Information in any way directly or indirectly detrimental to The Hive Paonia, or any participant or user of the Services.

c. All Confidential Information remains the sole and exclusive property of The Hive Paonia or the respective disclosing party. You acknowledge and agree that nothing in these Terms or your participation or use of the Services will be construed as granting any rights to you, by licenseor otherwise, in or to any Confidential Information or any patent, copyright or other intellectual property or proprietary rights of The Hive Paonia or any participant or user of the Services.

9. Participation In or Use of Services.

You acknowledge that you are participating in or using the Services at your own free will and decision. You acknowledge that The Hive Paonia 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.

10. Disclaimer of Warranties.

To the maximum extent permitted by applicable law, The Hive Paonia provides the services “as is” and with all faults, and hereby disclaim 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. The entire risk as to the quality, or arising out of participation in or the use of the services, remains with you.

11. Exclusion of Incidental, Consequential and Certain Other Damages.

To the maximum extent permitted by applicable law, in no event shall The Hive Paonia 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 these Terms, even in the event of the fault, tort (including negligence), strict liability, breach of contract or breach of warranty of The Hive Paonia, and even if The Hive Paonia has been advised of the possibility of such damages. Because some states/jurisdictions do not allow the exclusion or limitation of liability, for consequential or incidental damages, the above limitation may not apply to you.

12. 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 The B:Hive 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 these Terms and your exclusive remedy for all of the foregoing shall be limited to actual damages incurred by you based on reasonable reliance up to ten dollars (USD $10.00). 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.

13. Termination.

The Hive Paonia reserves the right to terminate any Service at any time. The Hive Paonia further reserves the right to terminate your participation in and use of any Services, immediately and without notice, if you fail to comply with these Terms.

14. Indemnification.

You release, and hereby agree to indemnify, defend and save harmless The Hive Paonia and 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, from and against all claims, liabilities, losses, damages, costs, expenses, judgments, fines and penalties based upon or arising out of 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 attorneys’ fees and costs incurred by The Hive Paonia or its respective officers and agents in connection with the defense of such claim or lawsuit.

15. Severability.

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

16. Insurance.

The Hive Paonia carries Liability and Business Personal Property insurance. As a user, it is strongly suggested that you carry Renters Insurance policy to cover your own equipment while using our space. That policy may cover your current residence/office, as well as the premises of The Hive Paonia.