This Website Terms of Use agreement (“Agreement”) is made by and between 164 Snelling St. Paul LLC d/b/a Harper Co-Working (“Harper," "Us, "We" or "Our"), and you (“you,” “your,” or “User”). This Agreement contains the terms and conditions that govern your use of any website that includes, displays, attaches, references, or links to this Agreement.

BY ACCESSING, VISITING, BROWSING, USING, DOWNLOADING OR ATTEMPTING TO INTERACT WITH ANY PART OF THE WEBSITE, INCLUDING WITHOUT LIMITATION THE WEBSITE'S FORMS OR OTHERWISE, YOU AGREE, ON BEHALF OF YOURSELF AND ANY ENTITY FOR WHICH YOU ARE AN AGENT OR YOU APPEAR TO REPRESENT (SUCH ENTITY ALSO BEING INCLUDED IN THE TERMS “YOU,” “YOUR,” OR “USER” REFERRED TO ABOVE) THAT YOU HAVE READ, UNDERSTAND, AND AGREE TO BE BOUND BY THIS AGREEMENT. IF YOU DO NOT AGREE TO BE BOUND BY THIS AGREEMENT, DO NOT ACCESS OR USE ANY PART OF THE WEBSITE.

HARPER RESERVES THE RIGHT, FROM TIME TO TIME, WITH OR WITHOUT NOTICE TO YOU, TO MAKE CHANGES TO THIS AGREEMENT IN HARPER'S SOLE DISCRETION. CONTINUED USE OF ANY PART OF THIS WEBSITE CONSTITUTES YOUR ACCEPTANCE OF SUCH CHANGES. THE MOST CURRENT VERSION OF THIS AGREEMENT, WHICH SUPERSEDES ALL PREVIOUS VERSIONS, CAN BE REVIEWED BY CLICKING ON THE HYPER-LINKS FOR THIS AGREEMENT LOCATED AT THE BOTTOM AND WITHIN VARIOUS PAGES ON THE HARPER WEBSITE INCLUDING WITHOUT LIMITATION ITS MAIN LANDING PAGE.

ACCESS TO THIS SITE

To access this website or some of the resources it offers, including contacting Harper, whether to apply to be a member, seek information, sign up for news or information, or otherwise, you may be asked to provide certain information such as your contact information and other credentials. It is a condition of your use of this website that all the information you provide on this website or otherwise to Harper that such information will be correct, current, and complete. If Harper believes the information you provide is not correct, current, or complete, Harper has the right to refuse you access to this website or any of its resources, to terminate or suspend your access to the website at any time, and otherwise decline to provide you with Harper products, services, and information.

THIS WEBSITE IS INTENDED FOR USE BY INDIVIDUALS 18 YEARS OF AGE OR OLDER. WE HAVE NO INTENT TO COLLECT INFORMATION FROM CHILDREN UNDER THE AGE OF 18. ALTHOUGH OUR WEBSITE IS INTENDED TO BE CHILD-SAFE, IF YOU ARE UNDER THE AGE OF 18, YOU MAY NOT ACCESS OR USE THIS WEBSITE WITHOUT THE CONSENT OF YOUR PARENT OR GUARDIAN.

RESTRICTIONS ON USE

You may use this website for purposes expressly permitted by this website. As a condition of your use of the Harper website, you warrant to Harper that you will not use the website(s) for any purpose that is unlawful or prohibited by these terms, conditions, and notices. For example, you may not (and may not authorize any party to) (i) co-brand this website or its Content, or (ii) frame this website or its Content, without the express prior written permission of an authorized representative of Harper. For purposes of these Terms of Use, “co-branding” means to display a name, logo, trademark, or other means of attribution or identification of any party in such a manner as is reasonably likely to give a user the impression that such other party has the right to display, publish, or distribute this website or Content accessible within this website. You agree to cooperate with Harper in causing any unauthorized co-branding or framing immediately to cease. In addition, you may not use the Harper website in any manner which could disable, overburden, damage, or impair the website or interfere with any other party's use and enjoyment of the website. You may not obtain or attempt to obtain any materials, Content, or information through any means not intentionally made available or provided for through the website. You may not use scrapers, bots, spiders, or other automated tools to collect or index the Content of this website without our express permission. Your use of this website is strictly for your personal use only unless otherwise authorized in writing by Harper.

ADDITIONAL USE LIMITATION

You may not modify, copy, translate, decompile, disassemble, reverse engineer, distribute, display, send, perform, reproduce, publish, license, create derivative works from, transfer, or sell, or delete or change any copyright, trademark, or other proprietary notice on, any Content or services obtained from or otherwise connected to the Harper website except as expressly permitted by Harper. Harper requires these limitations to protect the integrity of its website and the organization.

PROPRIETARY INFORMATION

The material and content accessible from this website, and any other website owned, operated, licensed, or otherwise controlled by Harper, including without limitation all text, video, audio, streaming content, graphics, images, photographs and other perceivable media, as well as documents and information downloadable from the website (the “Content”) is the proprietary information of Harper or the party that provided or licensed the Content to Harper, whereby such providing party retains all right, title, and interest in the Content subject to the license grants to Harper. Accordingly, the Content may not be copied, distributed, republished, uploaded, posted, displayed, performed, or transmitted in any way without the prior written consent of Harper. Modification or use of the Content except as expressly provided in this Agreement violates Harper’s intellectual property rights and/or the intellectual property rights of others. Neither title nor intellectual property rights in and to the website or its Content are transferred to you by access to this website.

HYPER-LINKS

This website may be hyper-linked to other websites which are not maintained by, or related to, Harper. Hyper-links to such websites are provided as a service to users and are not sponsored by or affiliated with this website or Harper. Harper has not reviewed any or all of such websites and is not responsible for the content of those websites. Harper is not responsible for webcasting, streaming, downloads, or any other form of transmission received from any hyper-linked website. Hyper-links are to be accessed at the user's own risk, and Harper makes no representations or warranties about the content, completeness, or accuracy of these hyper-links or the websites hyper-linked to this website. Harper provides hyper-links as a convenience, and the inclusion of any hyper-link to a third-party website does not necessarily imply endorsement by Harper of that website or any association with its operators.

SUBMISSIONS

You hereby grant to Harper the royalty-free, perpetual, irrevocable, worldwide, sublicensable through multiple levels, transferrable, non-exclusive right and license to use, reproduce, make, modify, adapt, publish, translate, broadcast, create derivative works from, distribute, offer to sell, sell, import, perform, and display all text, video, audio, streaming content, graphics, images, photographs and other perceivable media, remarks, suggestions, and ideas communicated to Harper through this website or the communication methods noted on this website (together, the “Submission”), and to incorporate any Submission, in whole or in part or modified as Harper sees fit, in other works, products, or services in any form, media, or technology now known or later developed. You hereby waive in perpetuity all so-called "moral rights," rights of integrity, rights of paternity, rights of disclosure, rights of withdrawal, rights of attribution, rights to prevent attribution in the event of a distortion, mutilation, or modification, and all such analogous rights in or related to any Submission. You further agree that Harper may use your name, likeness, pseudonym, avatar, or other information that you provide in relation to your Submission to identify you as the source of the Submission and you waive any right of publicity or privacy related thereto. You represent and warrant that you have all the rights and permissions necessary to grant the above license, including without limitation any necessary licenses, waivers, or assignments of copyrights, patents, trademarks trade secrets, or other intellectual property rights, publicity rights, and privacy rights, and that your Submission conforms to all of the terms and conditions of this Agreement. Harper will not be required to treat any Submission as confidential, and may use any Submission to the full extent of its license without incurring any liability for royalties or any other consideration of any kind, and will not incur any liability as a result of any similarities that may appear in future Harper products, services or other business operations.

The website may offer you the ability to engage in social interactions with others that use the website and to post your own Submissions for other users and the public to see. Whatever the format, offered now or in the future, including without limitation any forums, chat areas, comment capabilities, and/or other message or communication facilities designed to allow you to communicate or share information with others are referred to herein, individually and collectively, as the “Communications Services.” You agree not to use the Communication Services to post, send, or receive messages and content or other Submissions that are in violation of this Agreement. Among other actions, when using a Communication Service, you agree that you will not post, send, submit, publish, or transmit in connection with the Communication Services any Submissions that:

  • you do not have the right to post, including proprietary material of any third party, such as files containing software or other material protected by another person or entity’s intellectual property rights (or by rights of privacy or publicity);
  • advocates illegal activity or discusses an intent to commit an illegal act;
  • is vulgar, obscene, pornographic, or indecent, or depicts nudity or sexually suggestive images of minors or those that appear to be minors;
  • does not pertain directly to the Communication Services, the website, or the main post to which a comment is directed;
  • threatens or abuses others, wishes for the physical harm, death, or disease of individuals or groups, references mass murder, violent events, or specific means of violence in which or with which such groups have been the primary targets or victims, libels, defames, invades privacy, stalks, is racist, sexist, age, gender, or sexual orientation discriminatory, abusive, intolerant of a person’s religion or nationality, harassing (whether sexually harassing or otherwise), threatening, or offensive;
  • seeks to exploit or harm children by exposing them to inappropriate content, asking for personally identifiable details or otherwise;
  • harvests or otherwise collects information about others, including without limitation e-mail addresses or other contact information, without their consent;
  • violates any law or may be considered to violate any law;
  • impersonates or misrepresents your connection to any other entity or person or otherwise manipulates headers or identifiers to disguise the origin of the content;
  • advertises any commercial endeavor (e.g., offering for sale products or services) or otherwise engages in any commercial activity (e.g., conducting raffles or contests, displaying sponsorship banners, and/or soliciting goods or services, or using Content in or outside of the Communication Services to sell products or services) except as may be specifically authorized in the Communication Services or by Harper;
  • solicits funds, advertisers, or sponsors;
  • includes programs that contain viruses, worms, and/or Trojan horses or any other computer code, files, or programs designed to interrupt, destroy, or limit the functionality of any computer software or hardware or telecommunications;
  • disrupts the normal flow of dialogue, causes a screen to scroll faster than other Users are able to type, imposes pop-ups or other advertising, or otherwise acts in a way which affects the ability of other people to engage in real-time activities via the Communication Services;
  • amounts to a “pyramid” or other like scheme, including contests, chain letters, and surveys;
  • disobeys any policy or regulations including any code of conduct or other guidelines, established from time to time regarding use of the Communication Services or any networks connected to these Communication Services;
  • contains the personally identifiable information of you or a third party as would trigger, in the event of a data breach, any breach notification laws or other breach remedies under any applicable law, such information including, but limited to, a person's name in conjunction with their social security number, driver's license number or other official identification card number, financial account information, biometric data, or personal health information, or contact information; or
  • contains hyper-links to other websites that contain content that falls within the descriptions set forth above.

Harper, reserves the right, but is not obligated, to monitor use of the Communication Services to determine compliance with this Agreement, as well as the right, but not the obligation, to enforce the prohibitions set forth herein and to remove or refuse any Submissions for any reason. Harper reserves the right to terminate your access to any or all of the Communication Services at any time without notice for any reason whatsoever. Harper also reserves the right at all times to disclose any information as 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 its sole discretion.

Notwithstanding these rights, you remain solely responsible for the Content of your Submissions. You acknowledge and agree that neither Harper nor any third party that provides Content to Harper, will assume or have any liability for any action or inaction by Harper or such third party with respect to any Submission. Harper does not control or endorse the Content, messages, or information found in any Communication Service, and, consequently, Harper specifically disclaims any liability with respect to the Communication Services and any actions resulting from your participation in any Communication Service.

COPYRIGHT INFRINGEMENT

If you believe that your work has been copied in a way that constitutes copyright infringement, please provide Harper's copyright agent the written information specified below. Please note that this procedure is exclusively for notifying Harper and its affiliates that your copyrighted material has been infringed.

  • An electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest;
  • A description of the copyrighted work that you claim has been infringed upon;
  • A description of where the material that you claim is infringing is located on in the Services, including information identifying the Submission, if applicable;
  • Your address, telephone number, and e-mail address;
  • A statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law;
  • A statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner's behalf.

Harper's Copyright Agent for notice of claims of copyright infringement in relation to the Services can be reached by contacting the following email address: [email protected]

DISCLAIMER

You understand that Harper cannot and does not guarantee or warrant that files, including without limitation Content, available for downloading from the Internet will be free of viruses, worms, Trojan horses, or other code that may manifest contaminating or destructive properties. You are responsible for implementing sufficient procedures and checkpoints to satisfy your particular requirements for accuracy of data input and output, and for maintaining a means external to this website for any reconstruction of any lost data. Harper does not assume any responsibility or risk for your use of the Internet.

The Content is not necessarily complete and up-to-date and should not be used to replace any written reports, statements, or notices provided by Harper.

YOUR USE OF THIS WEBSITE IS AT YOUR OWN RISK. THE WEBSITE, ITS CONTENT, ANY INFORMATION OR OTHER COMMUNICATIONS SENT TO YOU AS A RESULT OF YOUR INTERACTION WITH THE WEBSITE, INCLUDING WITHOUT LIMITATION YOUR SIGNING UP FOR NEWS, INFORMATION, OR APPLYING FOR MEMBERSHIP, AND ANY INFORMATION SENT TO YOU BY YOUR REQUEST THROUGH THE WEBSITE (COLLECTIVELY "WEBSITE AND RELATED SERVICES") ARE PROVIDED “AS IS” AND WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESSED OR IMPLIED. HARPER DISCLAIMS ALL WARRANTIES, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NON-INFRINGEMENT REGARDING OR RELATING IN ANY WAY TO THE WEBSITE AND RELATED SERVICES. HARPER DOES NOT WARRANT THAT THE FUNCTIONS OR CONTENT CONTAINED IN THIS WEBSITE, OR ANY OTHER WEBSITE AND RELATED SERVICES, WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE WEBSITE AND RELATED SERVICES OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. HARPER DOES NOT WARRANT OR MAKE ANY REPRESENTATION REGARDING USE, OR THE RESULT OF USE, OF THE WEBSITE AND RELATED SERVICES IN TERMS OF ACCURACY, RELIABILITY, OR OTHERWISE. THE WEBSITE AND RELATED SERVICES MAY INCLUDE TECHNICAL INACCURACIES OR TYPOGRAPHICAL ERRORS, AND HARPER MAY MAKE CHANGES OR IMPROVEMENTS AT ANY TIME.

All of the information in the Website and Related Services, whether historical in nature or forward-looking, speaks only as of the date the information is posted on the website or is otherwise transmitted or communicated to you, and Harper does not undertake any obligation to update such information after it is posted or communicated to you, or to remove such information from this website if it is not, or is no longer accurate or complete.

SOME JURISDICTIONS, INCLUDING (AS TO CONSUMERS) NEW JERSEY, MAY NOT ALLOW THE EXCLUSION OF CERTAIN TYPES OF WARRANTIES INCLUDING WITHOUT LIMITATION OF IMPLIED WARRANTIES. AS A RESULT, THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU.

LIMITATION ON LIABILITY

TO THE FULL EXTENT ALLOWED BY APPLICABLE LAW, HARPER, ITS PARENTS, SUBSIDIARIES, AFFILIATES, LICENSORS, SERVICE PROVIDERS, AND CONTENT PROVIDERS AND THEIR RESPECTIVE EMPLOYEES, AGENTS, OFFICERS, OWNERS, MEMBERS, SHAREHOLDERS, AND DIRECTORS (THE "HARPER ENTITIES") WILL NOT BE LIABLE FOR ANY INCIDENTAL, DIRECT, INDIRECT, PUNITIVE, ACTUAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR OTHER DAMAGES, INCLUDING LOSS OF REVENUE OR INCOME, PAIN AND SUFFERING, EMOTIONAL DISTRESS, OR SIMILAR DAMAGES, REGARDING OR RELATING IN ANY WAY TO THE WEBSITE AND RELATED SERVICES, EVEN IF THE HARPER ENTITIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL THE COLLECTIVE LIABILITY OF THE HARPER ENTITIES REGARDING OR RELATING IN ANY WAY TO THE WEBSITE AND RELATED SERVICES TO ANY PARTY (REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT, OR OTHERWISE) EXCEED THE MINIMUM AMOUNT ALLOWED BY LAW IF A TOTAL DISCLAIMER OF ALL LIABILITY IS NOT ALLOWED.

SOME JURISDICTIONS MAY NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR CERTAIN TYPES OF DAMAGES SUCH AS INCIDENTAL OR CONSEQUENTIAL DAMAGES OR DAMAGES TO PERSONAL OR PROPERTY DAMAGE, OR DAMAGES CAUSED BY THE NEGLIGENT OR WILLFUL ACTIONS OF HARPER. AS A RESULT, THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU.

TERMINATION OR RESTRICTION OF ACCESS

Harper reserves the right, in its sole discretion, to terminate your access to the website or any portion thereof and the related services or any portion thereof at any time, without notice.

INDEMNITY

You will defend, indemnify, and hold the Harper Entities harmless from any breach of this Agreement by you, including without limitation any use of Content or other Website and Related Services other than as expressly authorized in this Agreement and any claim or damage of any type regarding or relating to your Submission, such indemnification including without limitation any and all resulting loss, damages, judgments, awards, costs, fines, expenses, and attorney's fees (including without limitation for the cost of defense) (collectively “Losses”) of the Harper Entities in connection therewith. You will also indemnify and hold the Harper Entities harmless from and against any claims brought by third parties arising out of your use of the website, the Content, or other Website and Related Services, such indemnification including without limitation all resulting Losses, except to the extent such claims and Losses are due to the negligent or willful acts of the Harper Entities.

GOOGLE MAPS

Your use of Google Maps on the website is subject to the then-current Google Terms of Service, https://policies.google.com/terms?hl=en, Google Maps/Google Earth Additional Terms of Service at https://maps.google.com/help/terms_maps.html, and Google Privacy Policy at https://www.google.com/policies/privacy/.

TRADEMARKS AND COPYRIGHTS

Trademarks, service marks, logos, and copyrighted works appearing in this website are the property of Harper or the party that provided the trademarks, services marks, logos, and copyrighted works to Harper. Harper and any party that provided trademarks, service marks, logos, and copyrighted works to Harper retain all rights with respect to any of their respective trademarks, service marks, logos, and copyrighted works appearing in this website.

All Content of Harper website owned by Harper is: Copyright © 2020 164 Snelling St. Paul LLC, All rights reserved, unless otherwise noted.

SECURITY

Any passwords or other login credentials used for this website, if any, are for individual use only and the use of your credentials, whether by you or others, to log into access restricted areas of the website for use or viewing of the Content by individuals other than you is strictly prohibited. You will be responsible for the security of your password and other login credentials (if any). Harper will be entitled to monitor your logins and credentials and, at its discretion, require you to change your password or other login credentials. If you use a password that Harper considers insecure, Harper will be entitled to require the password to be changed or Harper may suspend or terminate your account.

You are prohibited from using any services or facilities provided in connection with this website to compromise security or tamper with system resources and/or accounts. The use or distribution of tools designed for compromising security (e.g., password guessing programs, cracking tools, or network probing tools) is strictly prohibited. If you become involved in any violation of system security, Harper reserves the right to release your details to law enforcement and system administrators at other websites in order to assist them in resolving security incidents. Harper reserves the right to investigate suspected violations of these Terms of Use.

Harper may use and disclose your information in special instances when we have reason to believe disclosing this information is necessary to investigate, identify, contact, or bring legal action against someone who may be causing injury to or interfering with our rights or property, other website visitors, or anyone else. We may disclose your information when subpoenaed, if ordered or otherwise required by a court of law, arbitrator, or other similar proceeding or the rules governing such a proceeding, for government investigations, with government agencies if required by law, to exercise, establish, or defend Harper's legal rights, to protect your vital interests or those of any other third party, and when Harper otherwise believes in good faith that any applicable law requires it.

BY ACCEPTING THIS AGREEMENT YOU WAIVE AND HOLD HARMLESS THE HARPER ENTITIES FROM ANY CLAIMS RESULTING FROM ANY OF THE AFOREMENTIONED ACTIONS TAKEN BY THE HARPER ENTITIES.

WORKSPACE LICENSING TERMS

All licensing of workspace and related services, including without limitation office equipment, and services, including without limitation pay-as-you-go services, related to any leased or provided space or equipment are governed by a separate agreement between you and Harper, not this Agreement. You may be presented with opportunities to sign up for various services or other offerings related to your licensed workspace through the website, but the terms and conditions related to Harper's sale and provision of such services and other offerings, and your use of such services and offerings, are governed by these other workspace licensing agreements between you and Harper.

MISCELLANEOUS

This Agreement and any related dispute between the parties will be governed and interpreted pursuant to the laws of the state of Minnesota excluding any principles of conflicts of law. You specifically consent to personal jurisdiction in Minnesota in connection with any dispute between you and Harper arising out of or relating to this Agreement or pertaining to the subject matter hereof. The parties to this Agreement each agree that the exclusive venue for any dispute between the parties arising out of or relating this Agreement or pertaining to the subject matter hereof will be in the state and federal courts located in Minnesota.

If any part of this Agreement is unlawful, void, or unenforceable, that part shall be modified by a court of competent jurisdiction to reflect to the maximum extent possible the original intention of the parties as dictated by the original wording, and if not so modifiable, that part will be deemed severable, and will not affect the validity and enforceability of any remaining provisions.

Harper may assign or otherwise convey any of its rights and obligations under this Agreement, but you may not. All of the terms and conditions of this agreement shall inure and be binding upon any party's permitted successors and assigns.

You agree that no joint venture, partnership, employment, or agency relationship exists between you and Harper as a result of this agreement or use of Harper's website or any Website and Related Services.

Subject to the Section above entitled "Workspace Licensing Terms," this Agreement constitutes the entire agreement among the parties relating to the subject matter of this Agreement and supersedes all prior or contemporaneous communications and proposals, whether electronic, oral or written between the user and Harper with respect to the subject matter of this Agreement. Notwithstanding the foregoing, any additional terms and conditions on this website will govern the items to which they pertain. For example, when submitting an application to become a member, you may be presented with additional terms in relation to that application and those terms shall additionally govern your application.

The section headings appearing in this Agreement are inserted only as a matter of convenience and in no way define, limit, construe or describe the scope or extent of such section or in any way affect such section.

The failure by Harper at any time to enforce any of the provisions of this Agreement or any right or remedy available hereunder or at law or in equity, or to exercise any option herein provided, will not constitute a waiver of such provision, right, remedy or option or in any way affect the validity of this Agreement. The waiver of any default us will not be deemed a continuing waiver, but will apply solely to the instance to which such waiver is directed.

This Agreement may contain typographical errors or other errors or inaccuracies and may not be correct or current. We reserve the right to correct any errors, inaccuracies or omissions and to change or update this Agreement at any time without prior notice. We do not, however, guarantee that any errors, inaccuracies or omissions will be corrected.

Harper may revise these Terms of Use at any time by updating this posting.

Your use of this website is further governed by the website's Privacy Policy, which may be viewed here: https://harper-sp.work/en/legal/privacy

Last Modified: March 2, 2020

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