1. Acceptance of Terms.
2. Description of Services.
Mantle may provide you with access to office space, work stations, Internet access, office equipment, conference space, knowledge resources, and other services listed above or offered in the future (collectively, “Services”). The Services are at all times subject to the TOU.
3. No Unlawful or Prohibited Use.
You must be twenty-one (21) years or older to be a Member at Mantle.
As a condition of your use of the Services, you will not use the Services for any purpose that is unlawful or prohibited by these terms, conditions and notices. You will not use the Services in any manner that could damage, disable, overburden, or impair any Mantle server, the network(s) connected to any Mantle server, or interfere with any other party!s use and enjoyment of Services. You may not attempt to gain unauthorized access to any Services, accounts, computer systems or networks connected to any Mantle server or to any of the Services, through hacking, password mining or any other means. You may not obtain or attempt to obtain any materials or information through any means not intentionally made available through the Services.
You hereby represent and warrant that you have all requisite legal power and authority to enter into and abide by the terms and conditions of this TOU and no further authorization or approval is necessary. You further represent and warrant that your participation or use of the Services will not conflict with or result in any breach of any license, contract, agreement or other instrument or obligation to which you are a party. You further agree that you are solely responsible for making sure that any Affiliated Membership with your Membership or Guest(s) fully abide by these TOU when using Mantle services and spaces.
4. Use of Services.
You agree that when participating in or using the Services, you will not:
a. Use the Services in connection with contests, pyramid schemes, chain letters, junk email, spamming, spimming or any duplicative or unsolicited message (commercial or otherwise);b. Defame, abuse, harass, stalk, threaten or otherwise violate the legal rights (such as rights of privacy and publicity) of others;
b. Defame, abuse, harass, stalk, threaten or otherwise violate the legal rights (such as rights of privacy and publicity) of others;
c. Publish, post, upload, distribute or disseminate any inappropriate, profane, defamatory, obscene, indecent or unlawful topic, name, material or information on or through Mantle servers;
d. Upload, or otherwise make available, files that contain images, photographs, software or other material protected by intellectual property laws, including, by way of example, and not as limitation, copyright or trademark laws (or by rights of privacy or publicity) unless you own or control the rights thereto or have received all necessary consent to do the same;
e. Use any material or information, including images or photographs, which are made available through the Services in any manner that infringes any copyright, trademark, patent, trade secret, or other proprietary right of any party;
f. Upload files that contain viruses, Trojan Horses, worms, time bombs, cancelbots, corrupted files, or any other similar software or programs that may damage the operation of another’s computer or property of another;
g. Download any file(s) that you know, or reasonably should know, cannot be legally reproduced, displayed, performed, and/or distributed in such manner;
h. Restrict or inhibit any other user from using and enjoying the Services;
i. Violate any code of conduct of other guidelines which may be applicable for any particular Service (including the Building Rules for Duling School, set by Fondren Place Development Company, LLC) ;
j. Harvest or otherwise collect information about others, including email addresses, without the authorization or consent of the disclosing party;
k. Violate any applicable laws or regulations;
l. Create a false identity for the purpose of misleading others; and
m. Allow any guest of yours at Mantle Co.working to consume alcoholic beverages whether they are provided by you, someone else, or Mantle, without prior permission from Mantle.
Mantle reserves the right at all times to disclose any information about you regarding your participation in and use of the Services as Mantle deems necessary to satisfy any applicable law, regulation, legal process or governmental request, or to edit, refuse to post or to remove any information or materials, in whole or in part, in Mantle’s sole discretion.
a. You acknowledge and agree that during your participation in and use of the Services you may be exposed to Confidential Information.
“Confidential Information” shall mean all information, in whole or in part, that is disclosed by Mantle or any participant or user of the Services or any employee, affiliate, or agent thereof, that is nonpublic, confidential or proprietary in nature. Confidential Information also includes, without limitation, information about business, sales, operations, knowhow, trade secrets, technology, products, employees, customers, marketing plans, financial information, services, business affairs, any knowledge gained through examination or observation of or access to the facilities, computer systems and/or books and records of Mantle or Mantle Partners, any analyses, compilations, studies or other documents prepared by Mantle or otherwise derived in any manner from the Confidential Information and any information that you are obligated to keep confidential or know or have reason to know should be treated as confidential.
b. Your participation in and/or use of the Services obligates you to:
i. maintain all Confidential Information in strict confidence;
ii. not to disclose Confidential Information to any third parties; and
iii. not to use the Confidential Information in any way directly or indirectly detrimental to Mantle or any participant or user of the Services.
c. All Confidential Information remains the sole and exclusive property of Mantle or the respective disclosing party. You acknowledge and agree that nothing in this TOU or your participation or use of the Services will be construed as granting any rights to you, by license or otherwise, in or to any Confidential Information or any patent, copyright or other intellectual property or proprietary rights of Mantle or any participant or user of the Services.
7. Participation In or Use of Services & Alcohol.
You acknowledge that you are participating in or using the Services at your own free will and decision. You acknowledge that Mantle does not have any liability with respect to your access, participation in, or use of the Services, or any loss of information resulting from such participation or use.
Mantle provides beer served from a keg refrigerator. The signing party agrees that the choice to consume beer from that keg refrigerator results in the signing party expressly waiving any liability or damages resulting from the consumption of that beer. Members are responsible for any minor guest (under 21 years of age) and shall prohibit any minor guest of theirs from consuming any alcohol while on Mantle's premises.
No outside alcohol consumption is permitted on Mantle premises without first obtaining permission from Mantle. There may be other alcohol present at Mantle other than the beer served from the keg refrigerator (provided by a member or a guest) and that alcohol shall not be consumed without prior permission and invitation from Mantle. Any consumption of alcohol whether by you or your guest and whether permitted or not at Mantle expressly waives all claims of liability or damages against Mantle Co.working and its managers, members, or other associated parties.
Such waiver extends to your guests whether they have agreed to these terms or not. Any alcohol related liability on Mantle's premises by or to a guest of a member places liability on that guest or on the member responsible for inviting that guest into Mantle.
8. Disclaimer of Warranties.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, MANTLE PROVIDES THE SERVICES “AS IS” AND WITH ALL FAULTS, AND HEREBY DISCLAIM WITH RESPECT TO THE SERVICES ALL WARRANTIES AND CONDITIONS, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, ANY (IF ANY) WARRANTIES, DUTIES OR CONDITIONS OF OR RELATED TO: MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, LACK OF VIRUSES, ACCURACY OR COMPLETENESS OF RESPONSES, RESULTS, WORKMANLIKE EFFORT AND LACK OF NEGLIGENCE. ALSO, THERE IS NO WARRANTY, DUTY OR CONDITION OF TITLE, QUIET ENJOYMENT, QUIET POSSESSION, CORRESPONDENCE TO DESCRIPTION OR NON-INFRINGEMENT. THE ENTIRE RISK AS TO THE QUALITY, OR ARISING OUT OF PARTICIPATION IN OR THE USE OF THE SERVICES, REMAINS WITH YOU.
9. Exclusion of Incidental, Consequential and Certain Other Damages.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL MANTLE OR ITS SUBSIDIARIES (WHETHER OR NOT WHOLLY- OWNED), AFFILIATES, DIVISIONS, AND THEIR PAST, PRESENT AND FUTURE OFFICERS, AGENTS, SHAREHOLDERS, MEMBERS, REPRESENTATIVES, EMPLOYEES, SUCCESSORS AND ASSIGNS, JOINTLY AND INDIVIDUALLY BE LIABLE FOR ANY DIRECT, SPECIAL, INCIDENTAL, INDIRECT, PUNITIVE, CONSEQUENTIAL OR OTHER DAMAGES WHATSOEVER (INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR: LOSS OF PROFITS, LOSS OF CONFIDENTIAL OR OTHER INFORMATION, BUSINESS INTERRUPTION, PERSONAL INJURY, LOSS OF PRIVACY, FAILURE TO MEET ANY DUTY (INCLUDING OF GOOD FAITH OR OF REASONABLE CARE), NEGLIGENCE, AND ANY OTHER PECUNIARY OR OTHER LOSS WHATSOEVER) ARISING OUT OF OR IN ANY WAY RELATED TO THE PARTICIPATION IN OR INABILITY TO PARTICIPATE IN OR USE OF THE SERVICES, THE PROVISION OF OR FAILURE TO PROVIDE SERVICES, OR OTHERWISE UNDER OR IN CONNECTION WITH ANY PROVISION OF THIS AGREEMENT, EVEN IN THE EVENT OF THE FAULT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, BREACH OF CONTRACT OR BREACH OF WARRANTY OF MANTLE AND EVEN IF MANTLE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. BECAUSE SOME STATES/JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU.
10. Limitation of Liability and Remedies.
NOTWITHSTANDING ANY DAMAGES THAT YOU MIGHT INCUR FOR ANY REASON WHATSOEVER (INCLUDING, WITHOUT LIMITATION, ALL DAMAGES REFERENCED ABOVE AND ALL DIRECT OR GENERAL DAMAGES), THE ENTIRE LIABILITY OF MANTLE OR ITS SUBSIDIARIES (WHETHER OR NOT WHOLLY-OWNED), AFFILIATES, DIVISIONS, AND THEIR PAST, PRESENT AND FUTURE OFFICERS, AGENTS, SHAREHOLDERS, MEMBERS, REPRESENTATIVES, EMPLOYEES, SUCCESSORS AND ASSIGNS UNDER ANY PROVISION OF THIS TOU AND YOUR EXCLUSIVE REMEDY FOR ALL OF THE FOREGOING SHALL BE LIMITED TO ACTUAL DAMAGES INCURRED BY YOU BASED ON REASONABLE RELIANCE UP TO TEN DOLLARS (USD $10.00). THE FOREGOING LIMITATIONS, EXCLUSIONS AND DISCLAIMERS (INCLUDING SECTIONS 8 AND 9 ABOVE) SHALL APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EVEN IF ANY REMEDY FAILS ITS ESSENTIAL PURPOSE.
THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HERETO SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF MISSISSIPPI. THIS AGREEMENT IS PERFORMABLE, AND VENUE OF ANY LITIGATION PURSUANT HERETO, SHALL BE IN HINDS COUNTY, MISSISSIPPI. MEMBERS WAIVE A RIGHT TO TRIAL BY JURY AND SUBMIT TO TRIAL BY A JUDGE IN THE REQUISITE COURT.
The term of the membership agreement shall begin on the membership start date and automatically renew monthly, until terminated by either party by email to the member or to Mantle at email@example.com, for the period of One Year, unless the Member has purchased membership on a Pre-pay, discounted basis.
Memberships are required to be paid by credit card either through the Mantle App, website, or Credit Card Authorization form. Failure of payment processing may result in temporary or permanent exclusion from Mantle.
If the membership is initiated mid-month, you will may be invoiced by Mantle prior to contract initiation for contract amount prorated by the number of days that the contract is in effect during the initial month. Following the initial month the anniversary date shall reset with each month being measured on a calendar basis and invoices being issued on the 1st of each month for that month’s membership payable immediately.
Upon Cancellation of your Membership, Mantle will charge your credit card immediately for the remainder of the Contract Price equalling as follows:
a. For Co.working Memberships: One Months Membership Fee, unless Member has completed twelve calendar months contract.
b. For Team Table Memberships: Four Months Membership Fees (or 1-3 Months in the final 4 Months of a 1 year Contract), unless Member has completed twelve calendar months contract.
c. For Private Offices: Remaining Monthly Membership Fees, unless Member has completed twelve calendar months contract.
Failure to re-new or cancel this lease following the end of any one year agreement will cause the lease to re-new automatically for a four month term which itself automatically renews at the end of the end of that four month period until proper notice is given by the tenant of desire to cancel lease, to create a new one year lease, or by the owner to cancel the lease. Cancellation during the auto-renew period without renewing a membership contract will cause Mantle to charge the Member a cancellation fee equalling as follows:
a. For Co.working Memberships: One Months Membership Fee, unless Member has completed twelve calendar months contract.
b. For Team or Private Tables & Private Office Memberships: Four Months Membership Fees (or remaining months left in current auto-renew period), unless Member has completed auto-renew period and prior to the start of the next auto-renew period.
Mantle may request for a Team Table or Private Office to renew for a new One Year Contract during the auto-renew period of this membership contract. If member chooses not to renew, Mantle may require the member to vacate their Team Table or Private Office for a new member(s). If required to vacate under this provision, the vacating member(s) are not responsible for the cancellation fee as outlined directly above.
No refunds will be issued for any reason.
Mantle reserves the right to terminate any Service at any time. Mantle further reserves the right to terminate your participation in and use of any Services, immediately and without notice, if you fail to comply with the TOU, including but not limited to office space and co- working memberships of any type. If Mantle terminates a Membership, the signing party is not obligated to finish the term of the agreement. If Mantle terminates a Membership due to behavior or for reasons of which the party had been previously warned may result in termination of Membership, the signing party forfeits the one month deposit to Mantle, even if the signing party is not required to finish the term of the agreement. There is no requirement, however, that a signing party or affiliated party be given notice of behavior warranting termination prior to terminating that party’s membership. Mantle shall not be held liable for any damages resulting from termination of a membership.
You release, and hereby agree to indemnify, defend and save harmless Mantle and Mantle partners (whether or not wholly-owned), affiliates, divisions, and their past, present and future officers, agents, shareholders, members, representatives, employees, successors and assigns, jointly and individually, from and against all claims, liabilities, losses, damages, costs, expenses, judgments, fines and penalties based upon or arising out of your negligent actions, errors and omissions, willful misconduct and fraud in connection with the participation in or use of the Services.
You further agree in the event that you bring a claim or lawsuit in violation of this agreement, you shall be liable for any attorneys’ fees and costs incurred by Mantle or its respective officers and agents in connection with the defense of such claim or lawsuit.
In the event that any provision or portion of this TOU is determined to be invalid, illegal or unenforceable for any reason, in whole or in part, the remaining provisions of this TOU shall be unaffected thereby and shall remain in full force and effect to the fullest extent permitted by applicable law.
Mantle strives to make Mantle a secure workspace, however, Mantle cannot ensure that you or your personal or business possessions will not be partially or fully destroyed, stolen, or damaged. Mantle carries Liability and Business Personal Property insurance. As a user, it is strongly suggested that you carry a Renters Insurance policy to cover your own equipment while using our space. That policy may cover your current residence/office, as well as the premises.
You may contact the insurance professional of your choice, however, individual member insurance can be bought from Robert Aiken at Aiken Insurance at www.aikeninsure.com or 601-981-1574.
15. Personal & Property Security.
Mantle strives to make Mantle a secure workspace, however, Mantle cannot ensure that you or your personal or business possessions will not be partially or fully destroyed, stolen, or damaged. Mantle takes no responsibility and makes no claims about your personal or property safety. Please always be alert to your surroundings, lock your things in your office, file cabinets or lockers. Mantle provides an electronic locking system for when its employees are not present, members should always ensure that the door locks behind them. Mantle also provides a security camera system in public areas. Members, by this agreement, submit to the use of these cameras by Mantle. The provisions of any security devices by Mantle do not indicate that Mantle ensures the accuracy or workability of those devices at all times or in all instances. The provisions of any security devices by Mantle do not create any type of responsibility for any damage to your person or your property while using Mantle's services or spaces.