Updated May 23, 2026

 

This Membership Agreement, together with any applicable location-specific rules, house rules, internet use policy, private office terms, conference room terms, event terms, and other policies provided, posted, published, or made available by Dwell Coworking, LLC from time to time, collectively, this “Agreement”, governs access to and use of Dwell Coworking’s facilities, locations, offices, desks, conference rooms, common areas, technology, amenities, services, and related offerings.

​

This Agreement is entered into between Dwell Coworking, LLC, a Texas limited liability company “Company,” “Dwell,” “we,” “us,” or “our”, and the individual or entity accepting this Agreement or accessing or using any Dwell Coworking facility, service, or location “Member,” “you,” or “your”.

​

By signing or electronically accepting this Agreement, creating an account, purchasing a membership, booking a space, making payment, accessing or using any Dwell Coworking facility or service, or allowing any guest, employee, contractor, client, customer, vendor, team member, or other invitee to access or use any Dwell Coworking facility or service through you or on your behalf, you agree to be bound by this Agreement.

​

If you accept this Agreement on behalf of a company, organization, or other entity, you represent and warrant that you have authority to bind that entity. In that case, the terms “Member,” “you,” and “your” apply to both the individual accepting this Agreement and the entity on whose behalf the Agreement is accepted, as applicable.

​

Background:

Member desires to access and use certain coworking locations, private offices, desks, conference rooms, common areas, amenities, technology, event venues, and related services made available by Company from time to time. Company desires to provide Member with a limited, revocable, non-exclusive license to access and use such facilities and services, subject at all times to this Agreement, Member’s membership type, applicable fees, availability, location-specific rules, building rules, Company policies, and any limitations imposed by property owners, landlords, hosts, or operators of the applicable Coworking Location.

​

Member acknowledges and agrees that services, amenities, locations, hours, furnishings, equipment, conference rooms, events, internet access, parking, beverages, and other offerings may vary by Coworking Location and may be changed, limited, suspended, or discontinued from time to time in Company’s discretion.
 

Agreement:

The Parties hereby agree as follows:

​

1.  Definitions. Capitalized words and phrases used in this Agreement have the following meanings:
    

   • “Access Credentials” means any key, key card, fob, mobile credential, access code, app-based credential, Wi-Fi credential, login, password, parking credential, or other method of access provided or approved by Company for use by Member or any Authorized User.

   • “Authorized Users” means any individual approved by Company to access or use a membership, private office, desk, conference room, account, Access Credential, or other service associated with a Member. Authorized Users may include employees, team members, contractors, or other approved users of a Member’s account, but do not include guests unless expressly approved by Company. Member is responsible for all acts, omissions, violations, damage, losses, and charges caused by or relating to its Authorized Users.

   • “Company”, “Dwell”, “we”, “us”, or “our” means Dwell Coworking, LLC, a Texas limited liability company.

   • “Company Policies” means all rules, policies, procedures, terms, guidelines, instructions, and requirements provided, posted, published, or otherwise made available by Company from time to time, including location-specific rules, house rules, internet use policies, private office terms, conference room terms, event terms, billing policies, access-control policies, safety rules, and any rules imposed by property owners, landlords, hosts, building managers, or operators of any Coworking Location.

   • “Coworking Location” or “Coworking Locations” means any coworking location, private office, office space, desk space, conference room, meeting room, event space, common area, restroom, kitchen, lobby, hallway, entrance, parking area, storage area, building area, outdoor area, or associated facility, area, equipment, furnishings, technology, amenity, or service made available by Company from time to time, whether operated directly by Company or made available through a property owner, landlord, host, building manager, or other third party.

   • “Effective Date” means the earliest date on which Member signs or electronically accepts this Agreement, creates an account, purchases a membership, books a space, makes payment, accesses or uses any Company facility or service, or allows any Authorized User, guest, employee, contractor, client, customer, vendor, team member, or other invitee to access or use any Company facility or service through Member or on Member’s behalf.

   • “Fees” means all membership fees, office fees, desk fees, conference room fees, event fees, booking fees, guest fees, additional user fees, setup fees, administrative fees, access fees, late fees, failed-payment fees, damage charges, cleaning charges, restoration charges, collection costs, taxes, and other amounts charged by Company or owed by Member under this Agreement or any applicable Company Policy.

   • “Guest” means any person who is not an Authorized User and who accesses or uses any Coworking Location, service, event, conference room, private office, or amenity through Member, at Member’s invitation, for Member’s benefit, or in connection with Member’s membership, business, meeting, event, or booking.

   • “Initial Billing Cycle” means the first billing period applicable to Member’s membership, booking, office, desk, or other service, as determined by Company based on the date of purchase, activation, booking, or access.

   • “Member”, “you”, or “your” means the individual or entity that accepts this Agreement, purchases a membership, books or uses any Company service, or accesses any Coworking Location. If a membership, booking, account, or private office is purchased or used on behalf of a company, organization, or other entity, “Member,” “you,” and “your” include both the individual accepting this Agreement and the entity on whose behalf the Agreement is accepted or used, as applicable. Member is responsible for ensuring that all Authorized Users, guests, invitees, employees, contractors, clients, customers, vendors, agents, and other persons accessing any Coworking Location through Member or on Member’s behalf comply with this Agreement.

   • “Regular Business Days” means the days on which a Coworking Location is generally made available for Member access, as determined by Company and subject to membership type, reservation status, availability, holidays, building closures, staffing, maintenance, emergencies, events, property-owner requirements, host requirements, and Company Policies.

   • “Regular Business Hours” means the hours during which a Coworking Location is generally made available for Member access, as determined by Company and subject to membership type, reservation status, availability, holidays, building closures, staffing, maintenance, emergencies, events, property-owner requirements, host requirements, and Company Policies.

   • “Term” means the period beginning on the Effective Date and continuing until this Agreement or Member’s applicable membership, booking, office, desk, or service is terminated in accordance with this Agreement or applicable Company Policies.

   • “Website” means www.DwellCoworking.com, or any other domain name, URL, app, platform, member portal, booking system, or online service officially designated or used by Company from time to time.
      

2. Term; Cancellation; Suspension; Termination.

   • 2(a). Term of Agreement. This Agreement begins on the Effective Date and continues until terminated in accordance with this Agreement. Termination of a specific membership, booking, private office, desk, conference room reservation, or other service does not necessarily terminate this Agreement unless Company determines otherwise. Any provisions that by their nature should survive termination will remain in effect.
      

   • 2(b). Member Cancellation. Member may cancel a membership or recurring service by providing notice through the method designated by Company, including through Company’s Website, member portal, billing platform, or written notice to Company. Unless a different cancellation period applies to a specific membership, private office, booking, or service, cancellation will be effective at the end of the then-current billing period. Member is not entitled to a refund or proration of Fees for the then-current billing period unless expressly approved by Company in writing.
      

   • 2(c). Product-Specific Cancellation Terms. Certain memberships, private offices, desks, conference rooms, event bookings, or other services may be subject to additional cancellation periods, minimum terms, deposits, non-refundable fees, notice requirements, or product-specific terms. If product-specific terms conflict with this Section 2, the product-specific terms control.
      

   • 2(d). Company Termination Without Cause. Company may terminate this Agreement, any membership, or any service at any time by providing notice to Member. If Company terminates a recurring membership without cause before the end of a billing period, Company may, in its discretion, provide a prorated refund, credit, or other reasonable accommodation for the unused portion of the applicable billing period.
      

   • 2(e). Suspension or Termination for Cause. Company may immediately suspend access, deactivate Access Credentials, remove Member or any Authorized User or Guest from any Coworking Location, cancel any booking, or terminate this Agreement or any membership or service without refund if Company determines, in its sole discretion, that Member or any Authorized User or Guest has:

     (i) failed to pay any Fees when due;

     (ii) violated this Agreement or any Company Policy;

     (iii) created or threatened a safety, security, health, operational, legal, reputational, or property-related risk;

     (iv) damaged or misused any Coworking Location, equipment, furnishings, technology, utility, or amenity;

     (v) engaged in harassment, discrimination, threats, violence, illegal activity, fraudulent activity, or disruptive conduct;

     (vi) misused Access Credentials, allowed unauthorized access, tailgated, propped open doors, or accessed restricted areas;

     (vii) violated any rule or requirement imposed by a property owner, landlord, host, building manager, or operator of a Coworking Location; or

     (viii) made any false, misleading, or incomplete representation to Company.
      

   • 2(f). Effect of Termination. Upon cancellation, suspension, or termination, Member must immediately stop using the affected Coworking Location, membership, service, office, desk, room, Access Credential, account, and amenity, unless Company provides written authorization otherwise. Member must promptly remove all personal property and return any Company property, including keys, cards, fobs, equipment, parking passes, or other Access Credentials.
      

   • 2(g). Property Left After Termination. If Member or any Authorized User or Guest leaves property at any Coworking Location after cancellation, suspension, termination, expiration of a booking, or loss of access rights, Company may remove, store, relocate, or dispose of such property after providing reasonable notice when practical. Member waives any claims related to such property except to the extent prohibited by law. Member is responsible for any storage, removal, cleaning, disposal, repair, replacement, administrative, or professional costs incurred by Company.
      

   • 2(h). Amounts Owed After Termination. Termination, cancellation, suspension, or expiration of this Agreement or any membership, booking, office, desk, or service does not relieve Member of responsibility for Fees, damages, reimbursement obligations, indemnity obligations, collection costs, or other amounts owed to Company. Company may use any lawful remedy to collect unpaid amounts.
      

3. Services of the Company.
    

   • 3(a). Services and Amenities. Subject to this Agreement, Member’s membership type, applicable Fees, availability, Company Policies, location-specific rules, building rules, staffing, maintenance, emergencies, events, third-party service providers, and any limitations imposed by property owners, landlords, hosts, building managers, or operators of the applicable Coworking Location, Company may make available certain coworking facilities, private offices, desks, conference rooms, common areas, furnishings, internet access, equipment, beverages, events, member portal access, and other amenities or services from time to time.

   • 3(b). Variations by Location and Membership Type. Member acknowledges and agrees that services, amenities, furnishings, equipment, hours, access rights, conference room availability, internet access, parking, beverages, events, and other offerings may vary by Coworking Location and membership type. No specific service, amenity, room, desk, office, furnishing, item of equipment, parking space, event, or other offering is guaranteed unless expressly stated in a written agreement signed by Company.

   • 3(c). Changes to Services. Company may change, limit, relocate, suspend, discontinue, replace, or modify any service, amenity, Coworking Location, office, desk, conference room, common area, access method, equipment, furnishing, event, or offering at any time in Company’s discretion. Temporary or permanent changes to services or amenities do not void this Agreement and do not entitle Member to any refund, credit, offset, or damages unless expressly approved by Company in writing.

   • 3(d). Third-Party Services and Host Locations. Some Coworking Locations, buildings, services, internet connections, parking areas, utilities, access systems, amenities, equipment, and events may be provided, owned, controlled, or operated by third parties, including property owners, landlords, hosts, building managers, vendors, or service providers. Company is not responsible for interruptions, failures, restrictions, outages, closures, delays, acts, omissions, or decisions of such third parties, except to the extent required by applicable law.

   • 3(e). Company Access and Operational Control. Company and its representatives may access, inspect, enter, move furniture within, maintain, repair, alter, reconfigure, clean, show, secure, or otherwise manage any Coworking Location, private office, desk, conference room, common area, equipment, furnishing, or amenity with or without prior notice for safety, security, maintenance, operational, emergency, compliance, business, or other legitimate purposes.

   • 3(f). No Guarantee of Continuous Availability. Company will use commercially reasonable efforts to support the availability of services and amenities that Company chooses to provide, but Member acknowledges that coworking spaces, shared facilities, internet access, equipment, conference rooms, utilities, parking, beverages, and other amenities may be unavailable, interrupted, delayed, limited, or changed from time to time. Such unavailability is not a breach of this Agreement.
     ​

4. Use of Services by Member.  Member shall comply, and shall cause all Authorized Users and Guests to comply, with this Agreement, all Company Policies, all applicable laws, and all rules, regulations, and requirements applicable to the Coworking Location being used. Member acknowledges and agrees to the following:
    

   • 4(a). Location-Specific Rules. Member shall comply with all rules, limitations, policies, procedures, and requests applicable to any Coworking Location, including any rules imposed by Company, property owners, landlords, hosts, building managers, operators, or service providers. Location-specific rules may vary by Coworking Location and may be provided, posted, published, emailed, displayed in the member portal, or otherwise made available by Company from time to time.

     • Location-specific rules may include, without limitation:

       (i) limitations on the use of specific rooms, areas, entrances, exits, parking areas, kitchens, restrooms, storage areas, furniture, fixtures, appliances, equipment, utilities, technology, or amenities;

       (ii) limitations on phone calls, video calls, meetings, events, noise, music, food, beverages, storage, signage, deliveries, packages, and activities that may be disruptive to others;

       (iii) limitations or restrictions on use of kitchen appliances, refrigerators, food storage, furniture, equipment, printers, monitors, displays, conference rooms, private offices, or other items at the Coworking Location; and

       (iv) policies related to internet use, access control, safety, security, parking, cleaning, hours, guests, events, and building operations.

     • Member is responsible for reviewing and complying with all applicable location-specific rules before using each Coworking Location. Failure by Member, any Authorized User, or any Guest to comply with location-specific rules is a breach of this Agreement.

   • 4(b). Illegal Activities. Member shall not, and shall not permit any Authorized User or Guest to, engage in any illegal activity at or in connection with any Coworking Location or Company service, including drug use, theft, fraud, harassment, violence, threats, vandalism, trespass, unlawful discrimination, unlawful possession or use of weapons, or any activity that violates local, state, or federal law.

   • 4(c). Disruptive Conduct. Member shall not, and shall not permit any Authorized User or Guest to, engage in any activity, behavior, or communication that disturbs the professional, safe, respectful, and productive environment of any Coworking Location. Prohibited disruptive conduct includes excessive noise, loud conversations, shouting, profanity, playing music or media without headphones, repeated interruptions, aggressive behavior, intimidation, offensive conduct, or any other conduct that impedes the use, comfort, safety, or enjoyment of the Coworking Location by Company, other members, occupants, guests, hosts, staff, or visitors.

   • 4(d). Business Activities; Solicitation; Events. Member may use the Coworking Location only for lawful, professional, and permitted business or personal work activities consistent with Member’s membership type and Company Policies. Member shall not use any Coworking Location to solicit, market, advertise, or promote a competing coworking, office, meeting-room, event-space, or similar business to any member, guest, host, occupant, or visitor of a Coworking Location. Member shall not host events, classes, workshops, sales presentations, public gatherings, ticketed activities, or similar activities at any Coworking Location without Company’s prior written approval and, when applicable, approval from the applicable property owner, landlord, host, building manager, or operator. Member shall not interrupt, pressure, solicit, harass, or otherwise engage in unwanted communications with other users of any Coworking Location.

   • 4(e). Hazardous Activities. Member shall not, and shall not permit any Authorized User or Guest to, engage in any activity that threatens or may threaten the health, safety, security, property, operations, or comfort of others at any Coworking Location. Prohibited activities include the use, storage, or handling of dangerous or hazardous equipment, chemicals, materials, open flames, flammable substances, weapons, illegal substances, unsafe electrical equipment, overloaded outlets, blocked exits, or any other item or activity Company determines to be unsafe, disruptive, or inappropriate.

   • 4(f). Damage to Property. Member shall not, and shall not permit any Authorized User or Guest to, damage, deface, misuse, remove, alter, tamper with, or destroy any property belonging to Company, any Coworking Location, any property owner, landlord, host, building manager, operator, service provider, member, guest, occupant, or visitor. Member is responsible for all damage, loss, cleaning, repair, replacement, restoration, administrative costs, professional costs, and related Fees caused by or relating to Member, any Authorized User, or any Guest.

   • 4(g). Unauthorized Use; Access Restrictions. Member shall not, and shall not permit any Authorized User or Guest to, access or attempt to access any Coworking Location, room, office, desk, conference room, meeting room, storage area, equipment, amenity, parking area, system, network, or restricted area except as expressly authorized by Company. Member shall not access or attempt to access any Coworking Location outside approved hours, Regular Business Days, Regular Business Hours, reservation times, membership rights, or access permissions without Company’s prior written approval and any required approval from the applicable Coworking Location. Unauthorized access or attempted access may result in additional Fees, suspension, removal, deactivation of Access Credentials, or termination without refund.

   • 4(h). Access Credentials and Security. Member shall not, and shall not permit any Authorized User or Guest to, share, copy, transfer, loan, misuse, or disclose any Access Credential. Member shall not prop open doors, allow tailgating, bypass security systems, disable locks, interfere with cameras or access systems, allow unauthorized persons to enter, or use another person’s Access Credential. Member is responsible for all activity occurring through Member’s account, reservation, membership, or Access Credentials.

   • 4(i). Property of Member. Member shall not leave or store personal property, business property, equipment, furniture, inventory, files, signage, supplies, food, or other items at any Coworking Location without Company’s prior written approval. Unless Company has approved storage in writing, Member must remove all property at the end of each use, reservation, Regular Business Day, or approved access period. Company is not responsible for theft, loss, damage, destruction, or disposal of Member property, Authorized User property, or Guest property. Member is responsible for any cleaning, removal, storage, disposal, repair, replacement, or administrative costs related to property left at any Coworking Location.

   • 4(j). Network, Technology, Utilities, and Equipment Misuse. Member shall not, and shall not permit any Authorized User or Guest to, use any technology, device, software, equipment, utility, appliance, internet connection, network, or system in a manner that disrupts, disables, damages, overloads, compromises, or interferes with Company, any Coworking Location, any service provider, or any other user. Member shall use all networks, utilities, appliances, food and beverage services, equipment, printers, copiers, scanners, monitors, conference room technology, and shared resources in a reasonable, lawful, safe, and responsible manner. Company and any Coworking Location may limit, restrict, suspend, or terminate access for high-bandwidth usage, security concerns, misuse, interference, or violations of Company Policies.

   • 4(k). Privacy; Recording; Photography. Member shall not, and shall not permit any Authorized User or Guest to, record, photograph, film, monitor, livestream, or capture the image, voice, likeness, personal information, confidential information, or communications of any person at any Coworking Location without that person’s consent and compliance with applicable law. Member shall not use any Coworking Location in a manner that invades the privacy, confidentiality, or quiet enjoyment of others.

   • 4(l). Harassment and Discriminatory Behavior. Company is committed to providing a safe, respectful, professional, and non-discriminatory environment for all members, guests, staff, hosts, occupants, and visitors. Harassment, discrimination, intimidation, threats, bullying, stalking, retaliation, sexual harassment, abusive conduct, offensive conduct, or conduct that creates a hostile, unsafe, or offensive environment is strictly prohibited. This includes conduct based on any protected status under applicable law. Any Member, Authorized User, or Guest who engages in such conduct may be immediately removed from any Coworking Location, have access suspended, and have this Agreement terminated without refund.

   • 4(m). Animals and Service Animals. Member shall not bring animals or pets into any Coworking Location unless expressly permitted by Company or required by applicable law. Service animals are permitted to the extent required by applicable law. Company may ask questions permitted by law when the need for a service animal is not obvious. Any animal, including a service animal, may be required to leave if it is out of control and the handler does not take effective action to control it, is not housebroken, poses a direct threat to the health or safety of others, or otherwise creates a legally permissible basis for removal. Member is responsible for any damage, cleaning, injury, disruption, or other issue caused by an animal brought by Member, an Authorized User, or a Guest.

   • 4(n). Tobacco, Vaping, Hemp, THC, and Alcohol Use. Member shall comply, and shall cause all Authorized Users and Guests to comply, with all Company Policies and location-specific rules regarding tobacco, smokeless tobacco, vaping, hemp-derived products, THC products, Delta-8, Delta-9, Delta-10, alcohol, and similar substances. Company may prohibit or restrict any such products at any Coworking Location. Alcohol may not be brought, served, consumed, sold, or distributed at any Coworking Location except with Company’s prior written approval and compliance with applicable law and location-specific rules.

   • 4(o). Age Requirements. Member represents and warrants that Member is at least eighteen years of age. Unless Company approves otherwise in writing, all Authorized Users and Guests must be at least eighteen years of age. Member is responsible for ensuring compliance with all age requirements.

   • 4(p). Registered Sex Offenders. No person who is required to register as a sex offender under applicable law may access any Coworking Location unless Company has provided prior written approval. Member represents and warrants that Member is not required to register as a sex offender under applicable law and shall not knowingly permit any Authorized User or Guest who is required to register as a sex offender to access any Coworking Location. Company and each Coworking Location reserve the right, to the extent permitted by law, to deny access to or remove any person based on sex-offender registration status, safety concerns, host requirements, property-owner requirements, or Company Policies. Company may terminate this Agreement if Member makes a false representation or violates this Section.

   • 4(q). Sanctions and Prohibited Persons. Member shall comply, and shall cause all Authorized Users and Guests to comply, with all applicable United States economic sanctions laws and regulations. Member shall not knowingly invite, permit, facilitate access for, transact with, or provide services through any Coworking Location to any person or entity listed on the Specially Designated Nationals and Blocked Persons List or otherwise prohibited under applicable sanctions laws. Member shall not use any Company service in a manner that causes Company or any Coworking Location to violate applicable sanctions laws.

   • 4(r). Guests. Member may not permit Guests to access any Coworking Location unless such Guests are registered, approved, and authorized through the method designated by Company. Guest access is limited to the date, time, location, purpose, and authorization granted by Company and expires at the end of the approved access period or Regular Business Hours, whichever occurs first, unless Company approves otherwise in writing. Member is responsible for all acts, omissions, violations, damages, injuries, losses, charges, and claims caused by or relating to Member’s Guests.
      

5. Fees; Billing; Payments.
    

   • 5(a). Fees. Member shall pay all Fees when due. Fees may include membership fees, private office fees, desk fees, conference room fees, event fees, booking fees, guest fees, additional user fees, setup fees, administrative fees, access fees, late fees, failed-payment fees, chargeback fees, damage charges, cleaning charges, restoration charges, taxes, and any other amounts owed under this Agreement, any Company Policy, or any approved booking, membership, office, desk, event, or service.

   • 5(b). Initial Billing Cycle. Unless otherwise stated in writing by Company, the Initial Billing Cycle begins on the date Member purchases, activates, books, accesses, or begins using the applicable membership, office, desk, room, event, or service. Any prorated amount, setup fee, deposit, or other initial Fee is due at the time of purchase, activation, booking, access, or use, as determined by Company.

   • 5(c). Recurring Billing. Recurring Fees will be charged automatically according to the applicable billing cycle, membership type, product terms, or billing schedule established by Company. Unless otherwise stated in writing by Company, monthly recurring Fees are charged in advance and continue until properly cancelled or terminated in accordance with this Agreement.

   • 5(d). Payment Method. Member authorizes Company and its payment processors to charge Member’s selected payment method, including credit card, debit card, ACH, bank account, or other approved payment method, for all Fees when due. Member is responsible for maintaining accurate, current, and valid payment information and sufficient funds or credit availability. Member authorizes Company to retry failed payments and to charge any updated payment method made available to Company or its payment processors, to the extent permitted by law and payment-network rules.

   • 5(e). Taxes and Processing Charges. Member is responsible for all applicable taxes, sales taxes, use taxes, transaction fees, processing fees, and similar charges imposed in connection with any Fees, membership, booking, office, room, event, or service, except taxes based solely on Company’s income.

   • 5(f). Failed Payments; Late Amounts. If any payment is declined, returned, reversed, charged back, or otherwise not received when due, Company may assess late fees, failed-payment fees, chargeback fees, administrative fees, or other lawful charges. If any Fees remain unpaid for more than fifteen (15) days, Company may suspend services, deactivate Access Credentials, cancel reservations, withhold access, terminate this Agreement or any membership or service, and pursue all available remedies.

   • 5(g). Application of Payments. Company may apply payments received from Member first to the oldest outstanding balance, then to any late fees, failed-payment fees, chargeback fees, administrative fees, damage charges, cleaning charges, restoration charges, collection costs, and other amounts owed, and then to current recurring Fees or other current charges.

   • 5(h). No Refunds; No Proration. Except as expressly stated in this Agreement or approved by Company in writing, all Fees are non-refundable and non-transferable. Member is not entitled to any refund, credit, offset, or proration for unused time, unused services, failure to use a membership, cancellation before the end of a billing cycle, temporary unavailability, suspension for cause, termination for cause, or removal for violation of this Agreement or Company Policies.

   • 5(i). Upgrades, Downgrades, and Changes. Company may permit Member to upgrade, downgrade, transfer, pause, or otherwise change a membership, office, desk, room, booking, or service in Company’s discretion and subject to applicable availability, Fees, product-specific terms, and Company Policies. Company may require payment of additional Fees before any change becomes effective. Downgrades, pauses, transfers, or cancellations do not entitle Member to a refund unless approved by Company in writing.

   • 5(j). Damage, Cleaning, Restoration, and Administrative Charges. Member is responsible for all damage, loss, cleaning, repair, replacement, restoration, missing items, improper use, unauthorized access, overtime, abandoned property, and administrative costs caused by or relating to Member, any Authorized User, or any Guest. Company may charge Member’s payment method for such amounts and may require immediate reimbursement upon demand.

   • 5(k). Disputed Charges and Chargebacks. Member shall promptly notify Company in writing of any disputed charge. Member agrees to work in good faith with Company to resolve billing questions before initiating a chargeback or payment reversal. Initiating an improper chargeback, payment reversal, or payment dispute may result in suspension of access, termination of services, recovery of chargeback fees, administrative fees, collection costs, and any unpaid amounts.

   • 5(l). Collection Costs. Member is responsible for all reasonable costs incurred by Company in collecting unpaid amounts or enforcing payment obligations, including attorneys’ fees, collection agency fees, court costs, arbitration costs, administrative costs, and related expenses, to the extent permitted by law.

   • 5(m). Fee Changes. Company may change Fees, billing methods, billing dates, membership pricing, service pricing, and payment requirements from time to time. Company will provide notice of recurring membership Fee changes when required by law or Company Policy. Continued use of any membership, Coworking Location, booking, or service after the effective date of a Fee change constitutes acceptance of the updated Fees.
      

6. Confidential Information; Privacy.
    

   • 6(a). Confidential Information. In connection with this Agreement and Member’s use of any Coworking Location or Company service, Member may have access to non-public, confidential, proprietary, personal, business, financial, technical, operational, security-related, or commercially sensitive information belonging to Company, a Coworking Location, a property owner, landlord, host, building manager, operator, service provider, member, guest, tenant, occupant, or other third party “Confidential Information”. Confidential Information includes information that is marked confidential or that a reasonable person would understand to be confidential based on the nature of the information or the circumstances of disclosure.

   • 6(b). Member’s Confidentiality Obligations. Member shall not, and shall not permit any Authorized User or Guest to, access, use, copy, disclose, photograph, record, remove, share, publish, or exploit any Confidential Information except as expressly authorized by Company or the owner of such Confidential Information. Member shall use reasonable care to protect Confidential Information and shall promptly notify Company if Member becomes aware of any unauthorized access, use, disclosure, or loss of Confidential Information.

   • 6(c). Shared Workspace Acknowledgment. Member acknowledges that Coworking Locations are shared environments where other members, guests, vendors, staff, hosts, occupants, and visitors may be present. Member is solely responsible for taking reasonable steps to protect Member’s own confidential, proprietary, personal, business, client, customer, financial, technical, or sensitive information, including by securing devices, documents, conversations, calls, screens, files, storage areas, and personal property. Company is not responsible for disclosures of Member’s information caused by Member, Member’s Authorized Users or Guests, other users of shared spaces, or circumstances outside Company’s reasonable control.

   • 6(d). No Rights in Confidential Information. All Confidential Information remains the property of its respective owner. Nothing in this Agreement or Member’s use of any Coworking Location grants Member any license, ownership interest, intellectual property right, or other right in any Confidential Information, technology, materials, documents, systems, processes, trade secrets, trademarks, copyrights, patents, or proprietary rights of Company or any third party.

   • 6(e). Privacy Policy. Company may collect, process, use, store, disclose, and transfer personal information in accordance with applicable law and Company’s Privacy Policy, as updated from time to time. Such information may include information provided by Member, information related to Member’s account, membership, billing, bookings, access, communications, and use of Company services, and information collected through access-control systems, security systems, cameras, member platforms, payment processors, or other service providers. Company may use and disclose such information for purposes including providing services, managing access, billing, administration, safety, security, compliance, legal claims, audits, internal operations, communications, and enforcement of this Agreement.

   • 6(f). Security Cameras and Monitoring. Member acknowledges that Coworking Locations may use security cameras, access-control systems, network systems, visitor logs, and other monitoring or security tools for safety, security, operations, compliance, and property-protection purposes. Member shall not tamper with, disable, obstruct, access, copy, or interfere with any security, monitoring, camera, network, or access-control system.

   • 6(g). Survival. Member’s obligations under this Section survive the expiration or termination of this Agreement.
      

7. Privacy Policy.  We may collect, process, and/or use Your personal data in a variety of ways, including personal data that may be provided by You upon execution of this Agreement or during Your membership, and information that may be gathered by Us or the Coworking Locations’ security cameras located on the premises. We may collect, process, use, store and transfer personal data in accordance with applicable laws, for various purposes including facilitating the services provided, perform accounting and administrative tasks, internal review and audit, compliance with obligations under applicable laws and regulations, to enforce or manage legal claims and otherwise in accordance with the Privacy Policy.  For the purposes stated above, We may transfer the personal data collected by us and make it available to our personnel, attorneys, advisors, professionals, subcontractors, independent consultants, external third-party services providers and our affiliates. The full Privacy Policy, as it may be amended from time to time, may be found at https://www.dwellcoworking.com/privacy-policy. You acknowledge and agree that You will familiarize yourself with such Privacy Policy prior to using each Coworking Location.
    

8. Insurance. 
    

   • 8(a). Company Insurance. Company and/or the applicable Coworking Location may carry certain insurance policies for their own benefit. Such insurance is not intended to insure Member, any Authorized User, any Guest, Member’s property, Member’s business, Member’s clients or customers, Member’s employees or contractors, Member’s vehicles, or Member’s activities at any Coworking Location.

   • 8(b). Member Property and Business Insurance. Member is solely responsible for insuring Member’s personal property, business property, equipment, inventory, files, documents, devices, furniture, valuables, vehicles, and other items brought to, used at, stored at, or kept at any Coworking Location. Company is not responsible for theft, loss, damage, destruction, disappearance, unauthorized access, or business interruption involving Member’s property or business, whether located in a common area, private office, conference room, desk, storage area, parking area, vehicle, or any other part of a Coworking Location.

   • 8(c). Recommended Insurance. Member is strongly encouraged to maintain insurance appropriate for Member’s use of the Coworking Location, including property insurance, general liability insurance, professional liability insurance, cyber/data insurance, workers’ compensation insurance, automobile insurance, and any other insurance applicable to Member’s business, employees, contractors, clients, guests, property, vehicles, or activities.

   • 8(d). Required Insurance for Certain Uses. Company may require Member to provide proof of insurance, including a certificate of insurance, before approving or continuing any private office membership, event, meeting, client-facing use, higher-risk activity, storage of property, use involving employees or contractors, use involving members of the public, or other use Company determines may create additional risk. Company may require specific coverage types, coverage limits, endorsements, additional insured status, waiver of subrogation, primary and noncontributory coverage, or other insurance requirements as a condition of access or use.

   • 8(e). Waiver of Subrogation. To the fullest extent permitted by law, Member waives, and shall cause Member’s insurers to waive, any right of subrogation, recovery, claim, or cause of action against Company, any Coworking Location, property owner, landlord, host, building manager, operator, affiliate, member, manager, officer, employee, contractor, agent, representative, successor, or assign for any loss, theft, damage, destruction, injury, business interruption, or other claim to the extent covered or required to be covered by insurance maintained or required to be maintained by Member.

   • 8(f). No Limitation of Member Responsibility. Member’s insurance obligations do not limit Member’s indemnity, defense, reimbursement, payment, repair, replacement, or other obligations under this Agreement. Member remains responsible for all acts, omissions, damages, losses, claims, injuries, costs, and liabilities caused by or relating to Member, any Authorized User, or any Guest, whether or not covered by insurance. Member’s indemnification obligations are set forth in Section 10 and survive the expiration or termination of this Agreement.
      

9. Nature of this Agreement.
    

   • 9(a). Limited License; No Tenancy. This Agreement grants Member only a limited, revocable, non-exclusive, non-transferable license to access and use certain Coworking Locations, services, amenities, offices, desks, conference rooms, common areas, or other offerings made available by Company, subject at all times to this Agreement, Company Policies, Member’s membership type, availability, payment of Fees, and applicable location-specific rules.
     
     This Agreement does not create, and shall not be construed to create, any lease, tenancy, sublease, easement, possessory interest, ownership interest, real property interest, right of exclusive possession, landlord-tenant relationship, or other estate or interest in real property in favor of Member, any Authorized User, or any Guest.

   • 9(b). No Property Rights. Member acknowledges and agrees that Member does not have any right, title, interest, possession, control, or ownership in any Coworking Location, private office, desk, conference room, common area, parking area, equipment, furniture, fixture, amenity, or other property made available through Company. Except as expressly approved by Company in writing, all access and use rights are temporary, conditional, and revocable.

   • 9(c). Host and Property Owner Rights. Member acknowledges and agrees that certain Coworking Locations may be owned, leased, operated, controlled, or managed by property owners, landlords, hosts, building managers, operators, churches, vendors, or other third parties. Member’s rights under this Agreement are subject and subordinate to Company’s agreements with such parties and to any rules, restrictions, closures, access limitations, or requirements imposed by such parties.

   • 9(d). Company Control. Company retains the right to manage, operate, modify, relocate, restrict, suspend, or discontinue access to any Coworking Location, private office, desk, conference room, common area, amenity, equipment, furnishing, or service in accordance with this Agreement. Company’s approval of any membership, reservation, office use, desk use, conference room use, or other service does not create any ongoing right to the same space, location, schedule, amenity, or service unless expressly stated in a written agreement signed by Company.

   • 9(e). Relationship of Parties. The Parties are independent contractors. Nothing in this Agreement creates a fiduciary relationship, agency relationship, employment relationship, partnership, joint venture, franchise, landlord-tenant relationship, or other special relationship between Company and Member. Neither Party has authority to bind the other Party except as expressly stated in this Agreement.

   • 9(f). No Representation of Relationship. Member shall not represent, imply, or suggest that Member is an employee, agent, partner, joint venturer, franchisee, landlord, tenant, subtenant, property manager, representative, or affiliate of Company or any Coworking Location. Member shall not use Company’s name, trademarks, address, location, or branding in a manner that suggests such a relationship without Company’s prior written approval.
      

10. ASSUMPTION OF RISK; WAIVER OF CLAIMS; INDEMNIFICATION.
    IMPORTANT NOTICE: THIS SECTION CONTAINS ASSUMPTION OF RISK, WAIVER AND RELEASE OF CLAIMS, DEFENSE, INDEMNIFICATION, AND LIMITATION OF LIABILITY OBLIGATIONS THAT MAY AFFECT MEMBER’S LEGAL RIGHTS.
     

    • 10(a). ASSUMPTION OF RISK. Member acknowledges that Coworking Locations are shared workspaces and may include risks associated with shared facilities, common areas, private offices, conference rooms, parking areas, events, internet access, third-party buildings, other members, guests, visitors, vendors, hosts, property owners, building systems, utilities, and general business operations. To the fullest extent permitted by law, Member assumes all risks arising out of or relating to Member’s access to or use of any Coworking Location or Company service, including risks involving personal injury, illness, death, theft, property loss, property damage, business interruption, data loss, privacy exposure, network interruption, unauthorized access, interactions with other persons, and the acts or omissions of third parties.

    • 10(b). Responsibility for Member’s Property and Business. Member is solely responsible for Member’s property, business activities, professional services, client relationships, employees, contractors, Authorized Users, Guests, invitees, confidential information, devices, data, files, and business operations. Company is not responsible for theft, loss, damage, destruction, unauthorized access, business interruption, lost profits, lost opportunities, or disputes involving Member’s property, business, clients, customers, employees, contractors, Authorized Users, Guests, invitees, or third parties.
       

    • 10(c). WAIVER AND RELEASE OF CLAIMS. TO THE FULLEST EXTENT PERMITTED BY LAW, MEMBER, ON BEHALF OF MEMBER AND MEMBER’S AUTHORIZED USERS, GUESTS, INVITEES, EMPLOYEES, CONTRACTORS, CLIENTS, CUSTOMERS, AGENTS, REPRESENTATIVES, SUCCESSORS, AND ASSIGNS, WAIVES AND RELEASES ANY AND ALL CLAIMS, DEMANDS, ACTIONS, CAUSES OF ACTION, LIABILITIES, DAMAGES, LOSSES, COSTS, AND EXPENSES AGAINST COMPANY, ANY COWORKING LOCATION, PROPERTY OWNER, LANDLORD, HOST, BUILDING MANAGER, OPERATOR, AFFILIATE, MEMBER, MANAGER, OFFICER, EMPLOYEE, CONTRACTOR, AGENT, REPRESENTATIVE, SUCCESSOR, OR ASSIGN arising out of or relating to injury, illness, death, theft, loss, damage, destruction, unauthorized access, business interruption, data loss, privacy exposure, internet or utility interruption, acts or omissions of third parties, or use of any Coworking Location or Company service, except to the extent finally determined by a court of competent jurisdiction to have resulted from Company’s gross negligence or willful misconduct.
       

    • 10(d). INDEMNIFICATION. MEMBER SHALL INDEMNIFY, DEFEND, AND HOLD HARMLESS COMPANY, EACH COWORKING LOCATION, PROPERTY OWNER, LANDLORD, HOST, BUILDING MANAGER, OPERATOR, AFFILIATE, MEMBER, MANAGER, OFFICER, EMPLOYEE, CONTRACTOR, AGENT, REPRESENTATIVE, SUCCESSOR, AND ASSIGN, COLLECTIVELY, THE “INDEMNIFIED PARTIES”, FROM AND AGAINST ANY AND ALL CLAIMS, DEMANDS, ACTIONS, CAUSES OF ACTION, LIABILITIES, DAMAGES, LOSSES, FINES, PENALTIES, JUDGMENTS, SETTLEMENTS, COSTS, AND EXPENSES, INCLUDING REASONABLE ATTORNEYS’ FEES, arising out of or relating to:

      • (i) Member’s access to, presence at, or use of any Coworking Location or Company service;

        (ii) any act, omission, negligence, misconduct, violation of law, or breach of this Agreement by Member, any Authorized User, or any Guest;

        (iii) any injury, illness, death, property damage, theft, loss, business interruption, data loss, privacy violation, network disruption, or other harm caused by or relating to Member, any Authorized User, or any Guest;

        (iv) Member’s business activities, professional services, meetings, events, client interactions, communications, transactions, employment matters, contractor relationships, or disputes conducted at or through any Coworking Location;

        (v) any violation of Company Policies, location-specific rules, building rules, safety rules, internet policies, access-control policies, or applicable law;

        (vi) any damage to, misuse of, or unauthorized access to any Coworking Location, equipment, furnishing, utility, technology, access system, network, parking area, or other property;

        (vii) any claim made by any Guest, Authorized User, invitee, employee, contractor, client, customer, vendor, attendee, or other third party connected to Member; and

        (viii) any claim arising from Member’s property, confidential information, data, devices, software, content, business operations, or professional services.

    • 10(e). DUTY TO DEFEND. MEMBER’S INDEMNIFICATION OBLIGATIONS INCLUDE THE DUTY TO DEFEND THE INDEMNIFIED PARTIES WITH COUNSEL REASONABLY ACCEPTABLE TO COMPANY. Company may participate in the defense of any claim with counsel of its choice. Member may not settle any claim in a manner that imposes liability, fault, admission, payment, obligation, restriction, or non-monetary relief on any Indemnified Party without Company’s prior written approval.

    • 10(f). EXCEPTIONS. Member is not required to indemnify an Indemnified Party to the extent a claim is finally determined by a court of competent jurisdiction to have resulted from that Indemnified Party’s gross negligence or willful misconduct.

    • 10(g). Survival. Member’s obligations under this Section survive the expiration or termination of this Agreement.
       

11. Representations; Warranties; Disclaimers. 

    • 11(a). Member Authority. Member represents and warrants that Member has the legal right, power, and authority to enter into this Agreement. If Member accepts this Agreement on behalf of a company, organization, or other entity, Member represents and warrants that the individual accepting this Agreement has authority to bind that entity.

    • 11(b). Accuracy of Information. Member represents and warrants that all information provided to Company, including account information, billing information, contact information, business information, Authorized User information, Guest information, insurance information, and reservation information, is accurate, complete, and current. Member shall promptly update such information if it changes.

    • 11(c). Compliance with Law and Agreement. Member represents and warrants that Member, all Authorized Users, and all Guests will comply with this Agreement, all Company Policies, all location-specific rules, all building rules, and all applicable local, state, and federal laws, rules, regulations, ordinances, and orders.

    • 11(d). No Conflicting Obligations. Member represents and warrants that entering into and performing under this Agreement will not violate or conflict with any contract, obligation, legal duty, court order, policy, license, permit, professional obligation, or other restriction binding Member.

    • 11(e). No Tenancy or Property Interest. Member represents, warrants, acknowledges, and agrees that this Agreement creates only a limited, revocable, non-exclusive license to use certain services and facilities made available by Company. Member does not receive any lease, tenancy, possessory right, ownership interest, easement, or other real property interest.

    • 11(f). Member Business and Professional Activities. Member represents and warrants that Member is solely responsible for Member’s business activities, professional services, clients, customers, employees, contractors, Authorized Users, Guests, licenses, permits, insurance, taxes, compliance obligations, and legal responsibilities. Company does not supervise, endorse, guarantee, insure, or assume responsibility for Member’s business, professional services, products, advice, work, deliverables, or interactions with third parties.

    • 11(g). No Guaranteed Services or Results. Member acknowledges and agrees that Company does not warrant or guarantee any particular location, office, desk, room, amenity, internet speed, parking availability, equipment, furnishing, event, business outcome, networking opportunity, client opportunity, revenue, productivity result, or uninterrupted availability of services.

    • 11(h). WARRANTY DISCLAIMER. EXCEPT AS EXPRESSLY STATED IN THIS AGREEMENT, COMPANY MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, QUIET ENJOYMENT, AVAILABILITY, SECURITY, ACCURACY, OR UNINTERRUPTED USE. ALL COWORKING LOCATIONS, SERVICES, AMENITIES, INTERNET ACCESS, EQUIPMENT, FURNISHINGS, PARKING, EVENTS, AND OTHER OFFERINGS ARE PROVIDED “AS IS” AND “AS AVAILABLE” TO THE FULLEST EXTENT PERMITTED BY LAW.

    • 11(i). Survival. Member’s obligations, representations, warranties, acknowledgments, and disclaimers under this Section survive the expiration or termination of this Agreement.