Growing Boundlessly’s The Lotus Therapeutic CoWorking Agreement
Please read the Membership Terms and Conditions (the “Agreement”) carefully, as it sets forth the terms and conditions of your contract with Growing Boundlessly, LLC, an Illinois limited liability company (the “Company”).
Company provides office space to mental health and wellness professionals and some practice management resources to our Members (the “Services”). This Agreement is a legal document. The terms and conditions discussed here apply to the Company’s website and application (collectively, the“Site”) and your membership with the Company if you elect to use the Services (the “Membership).
You understand and acknowledge that by registering with the Site, which provides you access to the Membership, you are bound to the terms and conditions of this Agreement.
To agree to these terms and thus become a Member, click the “I accept” button. If you do not agree to these terms, do not click “I accept,” and do not use the services.
By clicking the “I accept” button:
You acknowledge that you have read and understand these terms of use and agree to abide by them as a binding agreement.
You affirm that you are at least 18 years of age.
You affirm that you understand that if you provide a phone number to the company, you are giving the Company express written consent to contact you about your account or purchases
You specifically acknowledge that you have read and understand the disclaimers and limitations of your rights contained in sections 3 and 11 of this agreement.
THIS IS A LEGAL DOCUMENT. YOU MUST AGREE TO BE BOUND TO THESE MEMBERSHIP TERMS AND CONDITIONS TO USE THE SERVICES. IF YOU DO NOT AGREE TO THESE MEMBERSHIP TERMS AND CONDITIONS, DO NOT USE THE SITE.
1 Engagement
The Member hereby engages the Company to provide the Services, and the Company hereby accepts the engagement to provide the Services, as an independent contractor, upon the terms and conditions set forth herein.
2 Services
During the term of this agreement, the Company shall perform the following services for the Member:
(a) Provide the Member with non-exclusive access to the Company’s office suite at 56 E. 47th Street Suite 400C Chicago, IL 60653 (the “Office”);
(b) Provide a comfortable and well-maintained office space that complies with all relevant regulations including federal, state, and local ordinances;
(c) Provide the Office with appropriate furniture, fixtures, internet access, equipment (including black & white printing, shredding), and other office materials as the Company deems necessary;
(d) Permit the Member with access to the Growing Boundlessly’s Online Member’s Network portal (the “Software”, powered by Wix);
(e) Ensure that the Office is available to Members during regular business hours (generally 9:00 am to 9:00 pm) on Monday through Friday and 10:00am to 2:00pm on Saturday and Sunday, except on holidays (“Regular Business Hours”);
(f) Provide the Member with access to therapy rooms at the Office during Regular Business Hours; provided that,
(ii) the Member reserves the room in compliance with the Company’s policies, and
(iii) the Member pays the Room Booking Fee for the location.;
(g) Provide the Member with the opportunity to participate in members-only events, promotions, and benefits, to be determined by the Company at its sole discretion;
(i) Use commercially reasonable efforts, subject to the terms of the Lease (as defined below) and the rules and regulations established by the landlord under the Lease (the “Landlord”), to provide the Member with access to the Office outside of Regular Business Hours upon Member’s prior written request.
3 Agreements of the Member
The Member agrees and acknowledges the following:
(a) The Member shall be solely responsible for any damage or destruction to any portion of the Office due to any act or omission by the Member its invitees, licensees, agents, guest, patients, clients, representatives and any party the Member invites to the Office for any reason (the “Guests”), and will fully indemnify the Company for any such loss or damage, including reasonable attorneys’ fees incurred in connection therewith.
(b) The Company is bound by a lease agreement as a tenant for the Office (the “Lease”), and that in the event of any conflict between this Agreement and the Lease, the Lease shall control. This agreement is subordinate to any lease or mortgage that now exists, or may be given later by the Company or the Landlord, with respect to the Office;
(c) That any visits to the Office made outside of Regular Business Hours are provided as a courtesy, and full amenities may not be available outside of Regular Business Hours;
(d) The Company reserves the right to alter the Office in its sole discretion, provided that the Company will not do so in a manner that substantially decreases the value of the Office;
(e) The Services may be provided by the Company, an affiliate or a third party, and this Agreement (including all obligations and rights under it) shall be assignable and transferrable by the Company at any time in its sole discretion, and if it so assigns or transfers this Agreement;
(f) The Member hereby represents and warrants to the Company that it has obtained and will maintain all necessary legal and governmental permits as required to perform the counseling services and otherwise undertake the activities at the Office as are contemplated herein;
(g) The Member hereby represents and warrants to the Company that it has obtained sufficient professional insurance) to perform services at the Office, in any event in such minimum amounts as are required by law or regulation;
(h) Under no circumstances is the Company providing counseling, supervision, coaching, or any other activities on behalf of the Member;
(i) In the event the Company, or any affiliate, member, manager, employee, or agent of the Company, sustains any loss or damage by reason any acts or omissions of the Member and Guests, the utilization of the Services, or anything else undertaken by the Member in connection with this Agreement or otherwise, the Member will fully indemnify the Company for any such loss or damage, including reasonable attorneys’ fees incurred in connection therewith.
(j) In the event the Member or any third party sustains any loss or damage by reason of any act or omission of the Member or Guest, the Member will fully indemnify the Company for any such loss or damage, including reasonable attorneys’ fees incurred in connection therewith. The Company shall have no liability to any third party for the Services;
(k) The Member represents and warrants that all services it provides shall comply with all laws, rules, regulations, ordinances, and other legal requirements as the same may be amended from time to time (the “Legal Requirements”).;
(l) The name “Growing Boundlessly” and any of the Company’s other business names, trademarks, services marks, logos, trade dress, other identifiers or other intellectual property or modified or altered versions of the same, as well as the Software, and any other intellectual property utilized by the Member in connection with its use of the Office and acceptance of the Services (collectively, the “IP”), are the sole and exclusive property of the Company. This Agreement does not provide to the Member any license, assignment, lease, transfer, or other conveyance of any IP, and the Member shall only be permitted to use the IP in the manner, if approved at all, as consented to by the Company in advance.
(m) The Member shall at all times comply with the Community Expectations set forth on the attached Schedule A.
4 Terms and Termination
(a) Term. The term of this Agreement shall commence on the Effective Date. Members shall have the option between a Monthly or Yearly Agreement.
(i) Monthly Agreements. The Agreement shall last for a period of 30 days (the “Monthly Term”). The Monthly Term shall automatically renew for successive 30 day periods unless either party provides the other with written notice of the termination at least 14 days prior to the end of the current Monthly Term.
(ii) Yearly Agreements. The Agreement shall last for a period of 12 months (the “Annual Term”). The Annual Term shall automatically renew for an additional 12 months unless either party provides the other with written notice of termination at least 14 days prior to the end of the current Annual Term.
(b) Termination for Material Breach. During the Annual Term, if the Member believes that the Company has committed a material breach, the Member must give the Company valid notice under section 11(e) of the alleged breach and give the Company 30 days to cure the material breach (the “Cure Period”). If the Company determines in good faith that a material breach has not taken place or cures the material breach within the Cure Period, then the Agreement shall continue until the end of the Annual Term. If the Company is unable to cure a material breach, the Company shall refund the remaining Member Fee for the year.
Termination for Inappropriate Conduct. The Company may, in its sole discretion, immediately terminate a Membership if a Member:
(i) violates the Community Expectations attached in Schedule A,
(ii) commits any crime or felony on the premises,
(iii) threatens, intimidates, or harasses any Member, Guest, or other person present at the Office,
(iv) violates any rule of professional conduct, or
(v) commits any act that may endanger others.
If a Member is terminated under this section, the Member may be required vacate the premises immediately and will not receive a refund of any fees paid under this agreement.
(c) Effects of Termination
Upon any termination of this Agreement, except as otherwise provided herein, the Member shall have no further obligations to pay the Member Fee to the Company for periods after the effective date of termination. Upon termination,
(i) the Member shall promptly deliver to the Company all Confidential Information (as defined below) and other property belonging to the Company that is in its possession or under its control (or destroy the same, at the Company’s election),
(ii) the Member shall pay to the Company all amounts due and owing to the Company hereof for periods prior to the effective date of termination,
(iii) the Member shall remove all of its personal property from the Office, and
(iv) the obligations under sections 3(a), 3(i), 3(j), 3(l), 7, and 10 shall survive the termination of this agreement.
5 Compensation
In consideration for the Services, the Member agrees to pay the Company compensation at the rate commensurate with the Membership Level selected by the Member in the Software (the “Member Fee”), which agreement by the Member is incorporated herein by reference. The Member Fee may be changed from time to time by the Company, in its sole discretion, provided that the Company shall provide reasonable advance notice of any such change. The Member shall pay the Member Fee at the time and in the manner set forth in the Software. A late charge of 10% of the amount due shall be incurred if the Member Fee is not paid when due.
6 No Joint Venture
This Agreement shall in no way be construed to constitute the Member as a partner, joint venturer, owner, employee, member, officer, or manager of the Company, and no action of the Member shall be considered an action or representation of the Company, directly or by implication, as a partner, joint venturer, owner, member, officer, or manager of the Company.
7 Confidentiality
(a) Maintenance of Confidentiality. Each party acknowledges and agrees that the business of the other party is based upon specialized work and that it has had and will have access to or be provided with Confidential Information (as defined below) of the other party in the course of the parties’ relationship under this Agreement. Each party agrees that at all times during the Term, it shall keep secret all such Confidential Information and that it will not directly or indirectly Use or Disclose the same to any person without first obtaining the written consent of the other party, which consent may be withheld or given in the other party’s sole discretion. The parties shall only use the Confidential Information in connection with this Agreement. At any time the disclosing party may so request, the receiving party shall turn over to the disclosing party all Confidential Information compiled by or delivered to the receiving party, including copies thereof, in its possession, it being agreed that the same and all information contained therein are at all times the exclusive property of the disclosing party. However, the receiving party may retain Confidential Information to the extent contained in deleted emails and electronic documents which are archived by or on behalf of the receiving party consistent with the receiving party’s standard archival processes but which, in the ordinary course of operations, are not accessible by the individuals who created or received such emails or documents.
(b) Confidential Information. As used herein, the term “Confidential Information” means any information or compilation of information of the Member and the Company not generally known to the public and with respect to which each party takes reasonable steps to keep confidential, including, without limitation, information relating to either party’s techniques, methods, concepts, ideas, intellectual property, affairs, current and future products, processes and services, including, but not limited to, information relating to marketing, merchandising, selling, research, development, manufacturing, purchasing, accounting, engineering, current, former and prospective locations, financing, costs, regulatory matters, plans, pricing, billing, and products and services used by customers, all lists of current and prospective customers, users, transportees and their addresses, personal information of any kinds, prospects, sales calls, products, services, prices and the like, as well as any specifications, formulae, plans, drawings, accounts or sales records, sales brochures, code books, manuals, trade secrets, knowhow, pricing strategies, operating costs, sales margins, methods of operations, financial statements, invoices, or statements and the like.
(c) Patient or Client Personal Information. The Member shall not provide the Company with access to any patient or client personal information, patient records, or similar materials except for identification materials that may be required by location security for check-in purposes. The Company shall only request the minimum amount of information necessary to comply with the location’s security policies and the Member shall only provide the requested information. The Member shall ensure that all such documents and information shall be securely stored using commercially reasonable means to prevent unauthorized access.
8 Default
If the Member shall fail to abide by the terms of this Agreement any such failure shall constitute a default hereunder. In the event of a default, the Company shall have the right to
(i) terminate the Member’s access to the Office, and terminate this Agreement,
(ii) seek damages,
(iii) seek injunctive relief as set forth below, or
(iv) pursue any other legal remedy.
Failure to enforce the Company’s rights under this section of the agreement shall not be a considered a waiver of the Company’s future rights.
9 Injunctive Relief and Remedies
Each party agrees that the remedy of damages at law for the breach by it of any of the covenants contained in this Agreement is an inadequate remedy. In recognition of the irreparable harm that a violation by either party of such covenants would cause to the disclosing party, each party agrees that, in addition to any other remedies or relief afforded by law, both parties specifically agrees that the other party may seek a temporary restraining order, preliminary injunction and permanent injunction against an actual or threatened violation or violations, without the posting of any type of bond, to be issued by any court of competent jurisdiction against it and every other person concerned thereby, it being the understanding of the parties that both damages and an injunction shall be proper modes of relief and are not to be considered alternative or exclusive remedies. If either the Company or the Member breaches any of the terms of this Agreement, the breaching party shall be liable to the non-breaching party for all reasonable costs of enforcement and/or damages. Such costs will include but not be limited to reasonable legal costs, expenses and attorney fees.
10 Taxes
Each party understands and agrees that the other party will not withhold from payments made under this Agreement any funds for income tax, unemployment insurance, social security or any other withholding pursuant to any law or requirement of any government body, and all of such tax payments that may be required by law are the sole responsibility of the parties individually. Each party agrees to indemnify and hold the other harmless, including reasonable attorneys' fees and costs, and from any and all claims of such local, state, and federal taxing authorities, the applicable State Department of Labor or any other governmental entities, for any claims arising out of this Agreement.
11 Miscellaneous
(a) Entire Agreement; Amendment. This Agreement constitutes the entire agreement between the parties with respect to the matters set forth herein, and supersedes any prior understandings, agreements or representations by or between the parties, written or oral, to the extent they relate in any way to the subject matter hereof. This Agreement may only be amended by an agreement in writing executed by the parties hereto.
(b) Severability. If any provision, paragraph or subparagraph of this Agreement or any attached addendums is adjudged by any court of law to be void or unenforceable in whole or in party, such adjudication shall be deemed to not affect the validity and enforceability of any other provision, paragraph or subparagraph in the remainder of this Agreement or any attached addendums. Each provision, paragraph and subparagraph of this Agreement and any attached Addendum’s is declared to be severable from every other provision, paragraph and subparagraph and constitutes a separate and distinct covenant.
(c) No Waiver. The failure of either party to enforce any provision of this Agreement shall not be construed as a waiver or limitation of that party’s right to subsequently enforce and compel strict compliance with every provision of this Agreement.
(d) Binding Effect, Survival. This Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective successors and assigns. Unless expressly stated otherwise herein, each of the provisions of this Agreement shall survive the assignment of this Agreement to any successor in interest or other assignee.
(e) Notices. All notices, requests, demands, claims and other communications hereunder shall be in writing. Any notice, request, demand, claim or other communication hereunder shall be deemed duly given when delivered personally to the recipient, one (1) business day after being sent overnight to the recipient by reputable overnight courier service (charges prepaid), one (1) business day after being sent to the recipient by electronic mail (with electronic confirmation of delivery) or four (4) business days after being mailed to the recipient by certified or registered mail, return receipt requested and postage prepaid, and addressed to the intended recipient.
Alternatively, the Company may accept notice when delivered via email to its info@growingboundlessly.com email address. If notice is sent to the email address it will not be deemed duly given until a Company representative manually replies to the notice.
Either party may change the address to which notices and other communications hereunder are to be delivered by giving the other party notice in the manner herein set forth.
The Company will provide notice to the Member of any changes to services, fees, or other updates by emailing the email address(es) provided by the Member.
(f) Governing law. This Agreement shall be governed by and construed in accordance with the domestic laws of the State of Illinois without giving effect to any choice or conflict of laws provision or rule (whether of the State of Illinois or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Illinois.
(g) Submission to Jurisdiction; Consent to Service of Process. The parties hereto hereby irrevocably submit to the exclusive jurisdiction of any federal or state court having original jurisdiction over matters arising in Illinois over any dispute arising out of or relating to this Agreement and each party hereby irrevocably agrees that all claims in respect of such dispute or any suit, action or proceeding related thereto shall be heard and determined in such courts. Process in any action or proceeding referred to in this section may be served on either party anywhere in the world and may also be served upon either party in the manner for notice provided for giving notices above.
(h) Section Headings. The various section headings are inserted for purposes of convenience only and shall not affect the meaning or interpretation of this Agreement or any section hereof.
(i) Counterparts. This Agreement may be executed in one or more counterparts, each of which executed counterparts (including those delivered by PDF or e-mail) shall be deemed an original but all of which together shall constitute one and the same instrument.
(j) Personal Liability of the Company. Neither the Company, nor such party’s owners, partners, members, managers, shareholders, or venturers shall have any personal liability hereunder.
(k) Force Majeure. If performance of this Agreement by the Company or any obligation under this Agreement of the Company is prevented, restricted, or interfered with by causes beyond its reasonable control (“Force Majeure”), and if the Company is unable to carry out its obligations, then the obligations of the Company shall be suspended to the extent necessary by such event. The term “Force Majeure” shall include, without limitation, acts of God, pandemics, fire, explosion, vandalism, storm or other similar occurrence, orders or acts of military or civil authority, or by national emergencies, insurrections, riots, or wars, or strikes, lock-outs, work stoppages, or other labor disputes, or supplier failures.
Cobot is the web platform used by The Lotus CoWorking Space to provide this website.
See Cobot Terms
