The Weller Society Terms & Conditions
Last Updated: 3/20/18
Acceptance of the Terms.
Welcome to The Weller Society! The following terms and conditions, (these “Terms”) are entered into by and between you and The Weller Society LLC., “Company“, “we“, “us” or “our“). These Terms govern your access to and use of our website, www.thewellersociety.com (the “Site”), your purchase or use of our application (“App”), membership with The Weller Society (“Membership”), and retail items (“Products”), along with any other services offered by us, whether through the Site or otherwise (collectively and together with the Site, the “Services”). Please read these Terms carefully. By accessing, browsing or otherwise using the Services or by clicking to accept or agree to the Terms when this option is made available to you, you (1) acknowledge that you have read and understood these Terms, (2) represent and warrant that you meet all of our eligibility requirements for using the Services as described in these Terms, and (3) accept and agree to be bound by these Terms, including any other terms applicable to the Services that are incorporated herein by reference. If you are using the Services on behalf of an entity, you are agreeing to these Terms for that entity and are representing to us that you have the authority to bind that entity to these Terms (in which case “you” will refer to that entity). If you do not accept these Terms or do not satisfy the eligibility requirements set forth below, you may not access or use the Services.
We reserve the right to update and revise these Terms at any time. We’ll make sure to also change the “Last Updated” date at the top of this page so you can tell if these Terms have changed since your last visit. Any such changes are effective immediately when we post them, and apply to all access to and use of the Services thereafter. Please review these Terms regularly because once we post any changes, your continued use of the Services constitutes your acceptance of the revised Terms.
Access to Services
By accessing the Services, you warrant that:
You are legally capable of entering into binding contracts;
All registration information you submit is truthful and accurate;
You will maintain the accuracy of such information; and
Your use of the Services does not violate any applicable law or regulation.
The Weller Society exists to offer to entrepreneurs, businesses and thought leaders in the Portland metropolitan area the Weller House facilities and/or services to work, interact and network together in a friendly and pro-business environment designed to promote the principles of honor, integrity, ethics and leadership in business, civic and community life. Membership provides work space, meeting areas and the facilitation of informal and formal networking opportunities, entertainment and educational experiences for leaders who aspire to attach a higher purpose and meaning to their business practices, develop their characters, and pursue a fully integrated life.
The Weller Society agrees to offer you, and you agree to purchase, the membership, goods and services described here or as described in Attachment “A”, the Membership Benefits schedule. You agree to pay us for the membership, goods and services according to the fee schedule contained in Attachment “B”, the Membership Payment and Terms attached hereto.
Termination of Membership
The Weller Society may terminate your Membership at any time upon five (5) days’ prior written notice to Member (or immediately as specified in the Member Agreement) , if in The Weller Society’s sole discretion you commit a material breach of the Code of Conduct contained in Attachment “C” attached hereto or the Membership Terms and Conditions. Sections VI, VII, VIII, IX and XI shall survive any termination or expiration of the Member Agreement. Additionally, you or The Weller Society may cancel the Membership at any time by providing 30 days’ written notice. Any change of Membership level or status on your end requires a 30 day written notice to The Weller Society by email to email@example.com.
House Access; Maintenance
1. The Weller Society will use its good faith efforts to provide you with the furnished space or workstations applicable to the Membership Level you’ve subscribed to. The Weller Society reserves the right to reduce or increase the location, size or configuration of this space from time to time; provided, however, that in the event this space is decreased, the associated Membership Fees shall be appropriately reduced. The Weller Society will attempt to notify you in advance should any such changes be necessary.
2. The Weller Society and its designees shall, at all times, have access to all areas of the House, including those being used by you, with or without notice to you, including, but not limited to, for purposes of maintenance, safety, security or emergency, and may temporarily or permanently move you to alternative space and/or workstations, and remove or replace parts and components of the House.
3. The Weller House facilities will be maintained by The Weller Society in good functional condition, provided, however, that The Weller Society shall not be responsible for damage exceeding normal wear and tear caused by your acts and omissions or the acts and omissions of your employees, agents, visitors or invitees.
4. Weller House hours of operation may vary. The Weller Society has the right to amend Weller House hours of operation at any time and will provide notice of such change via email to your email address set forth on the cover page of the The Weller Society Member Agreement or by posted notices in The Weller House.
5. You acknowledge and agree that in order to receive certain services (including, but not limited to, access to the wireless network, shared printing, etc.), you must install in its equipment certain drivers and software to be provided by The Weller Society and/or its designee. Printing (black and white, and color), bandwidth and certain other resources made available to Members (collectively, “Resources”) are included in the Membership Fees. The Weller Society reserves the right to monitor your usage of the Resources. If The Weller Society determines, in its sole discretion, that you are using more than a reasonable quantity of any Resource, then The Weller Society will notify you of such use. If you do not adequately reduce or remediate your excess usage of a particular Resource, the cost of this excess usage will be billed to your account, in addition to any other remedies The Weller Society may have. The Weller Society is not responsible to monitor any content that you download or upload via the Weller House network and your use of such content shall be at your own risk. As a condition of use of such services, you, on behalf of yourself and on behalf of your employees, agents, and invitees, waive any claim or action against The Weller Society, its employees, members, affiliates, and any person acting on behalf of The Weller Society or its affiliates arising from or in conjunction with the installation and/or use of any software and/or drivers installed or made available to you by The Weller Society. You may not resell, lease, license or distribute any of the services, drivers or software provided to you to any third party without the prior written consent of The Weller Society.
Use of the Premises
1. You are entitled to use the Weller House solely as general office space and social club in the conduct of your business and personal enrichment and for no other use whatsoever. Office space use of a retail, medical, or other nature involving visits by the public is not permitted unless agreed upon in writing by The Weller House.
2. Regular use of the House is limited to Members. If you have a Membership for a company with more than one person, each person is a Member of The Weller Society. If any person leaves or joins the company, you are responsible to update your records with the The Weller Society membership group whenever these changes occur so that The Weller Society may maintain up to date records on each Member.
3. You agree not to bring additional furniture, appliances, furnishings or decorations into the House or install satellite or microwave antennas, dishes, cabling, technology or telecommunications lines in the House without the prior written consent of The Weller Society. Such consent may be withheld at The Weller Society’s sole and absolute discretion.
4. Member acknowledges that carts, dollies, and other freight items including the freight elevator may not be used except by appointment made The Weller Society, at their discretion.
5. You agree not to store any of your property or materials in common areas or hallways, other than in the assigned or rented storage cabinets that may be assigned to you.
6. The Weller Society may, at times, prohibit Members from accessing portions of the Library or Lounge for programming or private event purposes.
1. You agree to indemnify, defend and hold The Weller Society and its affiliates and its and their respective officers, directors, employees, consultants, contractors and agents (collectively, the “Indemnitees”) harmless from any and all actions, suits, proceedings, claims and demands brought or made by any third party (including, for the avoidance of doubt, any of: (a) your respective officers, directors, employees, contractors, visitors, invitees and/or agents; any employees, contractors or agents of The Weller Society; and (b) any of The Weller Society’s other members and their respective personnel) (“Third Party Claims”) and to pay any settlements, awards, costs and expenses (including reasonable attorneys’ fees and disbursements) in connection with such Third Party Claims (collectively, “Losses”), to the extent such Third Party Claim arises out of or relates to: (i) any breach of the Member Agreement, (ii) any violation of the Member Agreement by any of its staff, invitees or visitors or (iii) any other conduct, acts or omissions by Member or any of its staff, invitees or visitors in connection with the Membership or any of their respective use of the Weller House, including, but not limited to, any violation of applicable laws or regulations, negligence or misconduct by Member or by any of its staff, invitees or visitors. For purposes of this section “you” includes the individual Member and any company for which such member works having a presence at The Weller Society.
1. Liability Exclusion. The Weller Society will not be liable to you (nor to any of your staff, invitees or visitors or any other person claiming rights derived from your rights) for any consequential, incidental, indirect, punitive, special or exemplary damages of any kind, or for any lost revenues or profits, loss of use, loss of cost or other savings or loss of goodwill or reputation, with respect to any claims based on contract, tort or otherwise (including, without limitation, negligence and strict liability) arising from, relating to or in connection with the membership, the house, the Membership Agreement, regardless of whether the Weller Society was advised, had other reason to know, or in fact knew of the possibility thereof.
2. Limitation of Damages. The Weller Society’s maximum liability arising from relating to or in connection with the membership, the house, the Membership Agreement, regardless of the cause of action (whether in contract, tort, indemnity, breach of warranty or otherwise), will not exceed, in the aggregate, the membership fees paid by you to the Weller Society for the membership period immediately preceding the date on which such claim arises.
3. Exceptions. To the extent any of the exclusions or limitations of liability set forth in this section are determined to be not enforceable under applicable law, such exclusions and limitations of liability shall be enforced to the fullest extent permitted under applicable law.
1. Confidentiality: Member agrees to hold all Confidential Information (defined as information not generally known to the public) of The Weller Society and other Members in strict confidence and to take all reasonable precautions to protect Confidential Information. Member acknowledges that any disclosure or unauthorized use of Confidential Information will constitute a material breach of these Terms and Conditions and cause substantial harm to the injured party for which damages would not be a fully adequate remedy. In the event of any such breach, The Weller Society shall have, in addition to other available remedies, the right to injunctive relief (without being required to post any bond or security). The Weller Society reserves the right at all times to disclose any information about you as The Weller Society 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 from its systems, in whole or in part, in The Weller Society’s sole discretion.
2. Non-Disparagement: You shall, during and after the Membership term, refrain from making any statements or comments of a defamatory or disparaging nature to any third party regarding The Weller Society, or any of The Weller Society’s officers, directors, employees, personnel, agents, policies, services or products, or other members other than to comply with law.
3. Proprietary Information: You must not use the name “The Weller Society” in any way in connection with your business without prior consent of The Weller Society. You may not use pictures or illustrations of the The House (including any images from the The Weller Society sites) in any advertising, publicity or other purpose without the prior written consent of The Weller Society. Further, you agree that no press release, advertising, sales literature or other publicity statements relating to the existence or substance of the Agreement or the relationship of the parties created by it, shall be made by you without the prior written approval of The Weller Society.
4. Guest Supervision: You are responsible for the actions of all persons that you, your agents, assigns or invitees allow or invite to enter the Weller House. You, your agents, assigns, and invitees acknowledge that at no time shall you or they allow a party unknown to them to enter the House and that such action may result in the termination of the Membership.
5. Property: You acknowledge that Membership cards (including, but not limited to, keys, key cards, key fobs and other such items used to gain physical access to the House) remain the property of The Weller Society. You shall make efforts to safeguard The Weller Society’s property and shall be liable for replacement fees and any related damages should any such property be lost.
6. IT Security: You shall not attempt to (or allow others to) gain unauthorized access to the servers located at or serving the Weller House or any content of any other person.
1. You acknowledge that you must receive community emails as part of your obligations and duties as a Member. The Weller Society may provide notice of any changes to services, fees or other updates by email to the address provided by you and you agree that such notice transmitted is proper.
2. You agree to notify The Weller Society of any change to your contact information (telephone and e-mail).
Representations and Warranties; Disclaimer
1. Mutual Representations and Warranties. The Weller Society and you each represent and warrant that it is duly authorized to perform its obligations hereunder.
2. Disclaimer. Except as expressly provided in section 1 above, each party hereby expressly disclaims any and all representations and warranties of any kind or nature, whether express, implied or statutory, arising from, relating to or in connection with the Membership, the House, the Membership Agreement, Code of Conduct or Terms and Conditions, including, without limitation, any implied warranties of title, non-infringement, merchantability and fitness for a particular purpose, and any representations and warranties arising from a course of performance, course of dealing or usage of trade.
1. Except for the payment of any amounts due hereunder, nonperformance of either party shall be excused to the extent that performance is prevented or delayed by strike, fire, flood, epidemic, governmental acts, orders or restrictions, failure of suppliers, Internet or power outages, or any other reason where failure to perform is beyond the control and not caused by the negligence of the non-performing party.
2. In the unlikely event that The Weller Society is no longer able to provide access to the areas and/or the services (or reasonable substitutes thereto) at the Weller House, then your right to use the Weller House and any services will end and you will only have to pay Membership Fees and any charges associated with your account up to the date such use ends. The Weller Society will not otherwise be liable to you for any reason.
3. Neither party will assign or otherwise transfer any of its rights or obligations under the Agreement without the prior, written consent of the other party. Notwithstanding the foregoing, The Weller Society may, without the consent of the other party, assign or otherwise transfer the Membership Agreement: (i) to any of its affiliates or (ii) in connection with a merger, consolidation, sale of equity interests, sale of all or substantially all assets or other change of control transaction. Any assignment or other transfer not in accordance with this section will be null and void. The Membership Terms and Conditions are binding upon and will inure to the benefit of each party and their respective permitted successors or assigns.
4. The relationship of the parties under the Membership Agreement: (i) is one of independent contractors, and neither party has the authority to bind the other party in anyway and (ii) is non-exclusive and nothing herein shall be deemed to restrict or limit a party’s ability to engage in similar relationships, agreements or arrangements with any other party. The Member Agreement, which is comprised of the attachments and these Membership Terms and Conditions (together with the documents referenced herein) set forth the entire agreement of the parties as to its subject matter and supersede all prior agreements, negotiations, representations, and promises between them with respect to its subject matter. A waiver of rights under the Member Agreement will not be effective unless it is in writing and signed by an authorized representative of the party that is waiving the rights. The Member Agreement, and any and all disputes directly or indirectly arising out of or relating to the Membership Terms and Conditions, shall be governed by and construed in accordance with the laws of the State of Oregon, without reference to the choice of law rules thereof.
5. In the unlikely event that you and The Weller Society have a dispute related to our relationship, you and The Weller Society agree it will be resolved by binding arbitration under the rules and supervision of the American Arbitration Association, in Portland, Oregon, except where the law specifically forbids the use of arbitration as a final and binding remedy. This agreement to arbitrate waives the parties’ rights to litigate their disputes in court or receive a jury trial.
6. You agree not to contact any landlord of the The Weller Society directly. You agree that any such communications will be made through The Weller Society.
7. In the event that any provision of the Member Agreement shall be determined to be illegal or unenforceable, that provision will be limited or eliminated to the minimum extent necessary so that the Member Agreement shall otherwise remain in full force and effect and enforceable.
8. For avoidance of doubt, the Member Agreement terms are subordinate to The Weller Society’s leases with The Weller Society’s landlords and to any other agreements to which The Weller Society’s leases with The Weller Society’s landlords are subordinate.
MEMBERSHIP DUES AND TERMS
a. Club Member - Membership Dues - USD $100/month
b. Initiation Fee Dues - One-time Non-Refundable Fee of USD $200
a. Collective Member - Membership Dues - USD $300/month
b. Initiation Fee Dues - One-time Non-Refundable Fee of USD $200
1 Member Initiation fees are added to your contract and are non-refundable.
2. If you fail to pay any Membership Fees or other charges on time, your privileges will be suspended until your account is brought current, and your account may incur late charges. If you repeatedly fail to pay or make payment late of any Membership Fees or other charges, The Weller Society may terminate your Membership immediately upon notice to you, and all Members on your account will also be terminated, notwithstanding any other provision herein. The Weller Society will have no obligation to refund any Membership Fees or other amounts, even if you don’t use your Membership or terminate it before the end of the then-current term. You agree to pay any sales, use, value-added and other taxes or governmental charges related to the Membership or any other products or services provided by The Weller Society, other than any income taxes of The Weller Society. You are responsible for removing your personal property prior to the termination of your Membership; following any termination, The Weller Society will have no obligation with respect to any property remaining on the The Weller Society premises.
3. Payment is processed via Moonclerk software or similar software.
CODE OF CONDUCT
We encourage our Members to strive to achieve a higher standard of morality, generosity, honor, humor, and goodness toward their fellow humans and toward the planet. If we see violations of the Code of Conduct, we will work with you to remedy the issue. Continued violation of the Code of Conduct as determined in our discretion will give The Weller Society the right to terminate your Membership.
The following are the components of our Code of Conduct and required behavior:
1. All members must abide by Member Code of Conduct.
2. As a condition of your use of the facility and Services, you or your guests will not use the Services for any purpose that is illegal, unlawful (including the downloading of music, software, movies or any other activity that violates intellectual property laws) or prohibited by any part of this Member Agreement. You may not use the Services in any manner that could damage, disrupt, overburden or impair any facility equipment or property, including servers, and/or bandwidth and/or the network(s) connected to any server, or to interfere with any other member’s use and enjoyment of the Services. You will be liable for the activities of your guests.
3. You agree not to conduct any activity that is generally regarded as offensive to other people, such as involvement in hate groups and/or their ideologies, activities involving pornographic or sexually explicit materials or obscenities, whether written, oral or in any form or medium known or to be created. No harassment, sexual or otherwise, will be permitted in the House. Any such harassment will be immediately reported to the General Manager of your The Weller Society location. If the General Manager or other The Weller Society personnel find in their sole discretion that a complaint is justified, the offending party’s Membership may be immediately terminated in The Weller Society’s sole and absolute discretion, without any refund of Membership Fees.
4. You agree to refrain from any activities that may be disruptive, including, but not limited to, use of foul, loud or slanderous languages, acts of disorderly nature or excessive noise. No speakerphones may be used outside enclosed phone booths or conference rooms.
5. You may not upload any files that contain or may contain viruses, “Trojan Horses,” worms, time bombs, candle bots, corrupted files, or any other similar software, whether known or unknown, that may damage or disrupt the operation of any The Weller Society systems or equipment or that of any other member or third party.
6. No weapons of any kind are permitted in the House unless Member is a uniformed police officer and is on duty and has identified him or herself as such to the General Manager. Possession of weapons in the Weller House is grounds for immediate termination of Membership.
7. You may not attempt to gain unauthorized access to any Services, or accounts, computer systems or networks connected to any server or to any of the Services though hacking, password mining or any other means. You may not obtain or attempt to obtain any materials or information though any means not intentionally made available through the Services.
8. Violation of applicable rules of conduct in this section may result in The Weller Society reporting such conduct to appropriate law-enforcement agencies.
9. Guest passes are valid only when you are in the space, your guests cannot access the space without you.
10. No smoking, vaping, including e-cigarettes inside The Weller Society locations.
11. Roof access is strictly prohibited. Violation of this will result in immediate termination of Membership. No open flames of any kind, including candles, matches, torches, etc. Violation of this will result in immediate termination of Membership.
12. The Fire Escapes are to be used only in case of emergency. Violation of this will result in immediate termination of Membership.
13. No elevator access unless accompanied by the General Manager of The Weller Society or the employees of The Weller Society.
14. You may not share your access code with any party at any time
15. We will not be held liable for any damages caused by you or your guests beyond normal wear and tear.
16. You may not contact the landlord of the premises. You must go through The Weller House.
17. You must not slander or otherwise speak poorly about The Weller House or any of it’s Members in any capacity or outlet.
18. You may not use The Weller Society branding, trademarks, copyrights or other intellectual property without our consent.
19. Your access is limited to the spaces available to Members. No access will be given or permitted to any areas of any building that The Weller Society operates within other than the specific spaces available to Members.
20. You are responsible for your guests and any invitees you bring into the space.
You agree to conduct yourself in a manner which does not reasonably disturb any neighbors or tenants within or near the buildings The Weller Society operates within.
21. Membership fees vary depending on availability, we reserve the right to raise the price of your Membership Fees at any time with 30 days written notice, or before your Membership Term renews.
22. Cancelling Membership voids your Membership Initiation Fee. If you reinstate your Membership, you must pay the Membership Initiation Fee again. You may pause your Membership for $10/month.
23. You promise to follow The Golden Rule: You will treat others as you would like to be treated. You will behave honestly, ethically and with integrity. You will show proper care of equipment, clean up after yourself and be respectful of other Members, Guests and staff. You will be considerate and maintain an ethic of reciprocity. You will strive to have peaceful and positive interactions and relations with Weller Members and staff, and to reflect the honor and character of The Weller Society to the city of Portland.