Conditions Générales

Membership Agreement You acknowledge receiving and reading a complete copy of this Membership Agreement before accepting it. *Wide-Awake Geek is a program owned and operated by Wide-Awake Geek, LLC.

You understand that Wide-Awake Geek terms and conditions are included in your online member account (and posted on (http://www.wideawakegeek.com); are incorporated into (or referenced by) this Membership Agreement; and are binding.

We, Wide-Awake Geek, agree to sell and You agree to purchase the membership, goods and services described herein. You agree to pay us for the membership, goods and services listed in your Membership Registration. All persons signing this Membership Agreement are equally responsible for paying it in full.

You acknowledge that Wide-Awake Geek did not make any representations or promises that are not stated in this Membership Agreement. Wide-Awake Geek employees are not authorized to make any changes written and/or verbal, additions, or modifications to this Membership Agreement.

This Membership Agreement, the Terms and Conditions, and all rules, regulations and policies of Wide-Awake Geek as revised from time to time, constitute the entire and exclusive Agreement between You, the Member, and Wide-Awake Geek, and replaces any prior agreement, promise, and/or representations whether oral or written.

DESCRIPTION OF SERVICES Wide-Awake Geek may provide You with access to one or more business facilities that may include one or more lounge areas, shared office spaces, workstations, office equipment, meeting and/or conference rooms, Internet access, online account resources, knowledge resources, and other services as Wide-Awake Geek may provide from time to time (collectively, “Services”).

**USE OF SERVICES ** **No Unlawful or Prohibited Use: ** As a condition of your use of the Services, you will not use the Services for any purpose that is illegal, unlawful or prohibited by any part of the Membership Agreement.

You agree that when participating in or using the Services, you will not: a. Use the Services in connection with ANY contests, pyramid schemes, chain letters, junk email, Spamming, duplicative or unsolicited messages (commercial or otherwise); 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 Wide-Awake Geek 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 secrets, 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; 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.

TERMS AND CONDITIONS Member, Guest and Visitor Conduct: Members, their Guests and Visitors shall be subject to the control and guidance of Wide-Awake Geek staff and follow the instructions of the staff while in the Wide-Awake Geek facilities. Members and Guests agree to conduct themselves in a well-mannered fashion so as not to cause any disturbances that would interfere with the productivity and enjoyment of Wide-Awake Geek by other Members, Guests and Visitors.

Under no circumstances shall Members, Guests or Visitors use foul, loud, or slanderous language, or harass, molest, badger, or solicit others. No illegal activity is ever permitted.

Participation Acknowledgement: You acknowledge that you are participating in or using the Services at Your own free will and decision. You acknowledge that Wide-Awake Geek does not have any liability with respect to your access, participation in, use of the Services, or any loss of information or property resulting from such participation or use.

**Not an Employee: ** You are not an employee of Wide-Awake Geek and your membership, or purchase of any Services, does not constitute an employer-employee relationship.

Disclosure: Wide-Awake Geek reserves the right at all times to disclose any information about you, your participation in and use of the Services as Wide-Awake Geek deems necessary to satisfy any applicable law, regulation, legal process or governmental request. Wide-Awake Geek reserves the right to edit, refuse, or remove any materials or information about you, in whole or in part, at Wide-Awake Geek sole discretion.

**Notice of Filming and/or Photography: **When you enter Wide-Awake Geek or any of its events or classes, you enter an area where photography, audio, and video recording may occur. By entering the event premises, you consent to interview(s), photography, audio recording, video recording and its/their release, publication, exhibition, or reproduction to be used for news, web casts, promotional purposes, telecasts, advertising, inclusion on websites, social media, or any other purpose by Wide-Awake Geek and its affiliates and representatives. Images, photos and/or videos may be used to promote similar events in the future, highlight the event and exhibit the capabilities of Wide-Awake Geek. You release Wide-Awake Geek, its officers and employees, and each and all persons involved from any liability connected with the taking, recording, digitizing, or publication and use of interviews, photographs, computer images, video and/or or sound recordings. By entering the event premises, you waive all rights you may have to any claims for payment or royalties in connection with any use, exhibition, streaming, web casting, televising, or other publication of these materials, regardless of the purpose or sponsoring of such use, exhibiting, broadcasting, web casting, or other publication irrespective of whether a fee for admission or sponsorship is charged. You also waive any right to inspect or approve any photo, video, or audio recording taken by Wide-Awake Geek or the person or entity designated to do so by Wide-Awake Geek. You have been fully informed of your consent, waiver of liability, and release before entering Wide-Awake Geek and/or its events and classes.

Payments: All recurring and incidental charges are conducted by means of Debit or Credit card on file of your Wide-Awake Geek online account. You, the Member, do hereby authorize Wide-Awake Geek’s third-party billing administrator to electronically and automatically bill your debit or credit card company for payment. This billing may apply to: Monthly Membership, Renewal Fees, Services (including but not limited to private office, conference room use, mail services etc.) or related incidental/service charges as a result of Insufficient Funds.

You understand that Wide-Awake Geek may continue to charge your account and/or cancel your Membership in accordance with the terms and conditions of this agreement.

Failure to Pay: Any non-payment will automatically include an Incidental Service Charge of $25. The membership will be cancelled and you will be liable for all outstanding monies due at that time if the monthly billing and Incidental Service Charge is not paid within 10 days of the original due date. Placing a stop payment on the account does not relieve the Member of obligation to comply with Membership Cancellation procedures.

**Right to Modify: **Except as provided within this Membership Agreement Wide-Awake Geek reserves the right to adjust any fees at any time at its sole discretion. Further, Wide-Awake Geek has the right to add to any membership dues, any tax imposed by the government. Members will be provided with a (30) day notice of any such increases.

Unpaid Balances: Outstanding balances are subject to immediate membership suspension and a service charge of $25 for each month overdue. Any cost for collections incurred by Wide-Awake Geek will be added to the member’s outstanding balance. Upon termination or cancellation of membership any unpaid balance for services, membership fees, or merchandise will become immediately due. Wide-Awake Geek reserves the right to charge past due balances and related charges to the debit or credit card on file in your Wide-Awake Geek online Membership account.

**Member Obligations: **You shall not be relieved of the obligation to make payments agreed to and no deduction from any payment shall be made because of your failure to use the Wide-Awake Geek facilities. Dues are for the period stated in the Membership Agreement. It is your responsibility to promptly update any changes in contact information (including but not limited to e-mail, address and telephone) and billing information in your online member account.

You agree to always maintain a valid bank or credit card account in your online account and authorize Wide-Awake Geek to bill your debit or credit card account for any services received. You authorize Wide-Awake Geek to charge the debit or credit card company account on file in lieu of presenting it for any services received, at your request.

You understand that monthly dues and / or renewal fees will be charged or withdrawn on or after the same day of each month as listed in my Membership Registration. Additional fees will be charged or withdrawn immediately or at the time of requested services.

**Cancellation of a Month-to-Month Membership or change in Billing Information: **The existing Payment Authorization will remain in full effect until member submits in writing a cancellation request at least 15 or more business days before the next scheduled payment and the request is approved. In the case of a Cancellation the Member must pay in full any outstanding monies due. The Member may continue to use the facility during the Paid Period and the membership ends at the conclusion of the Paid Period. The Member must return all membership access devices (e.g. keys or key-FOBs). Once the membership is cancelled, a re-activation fee may be required should the former member elect to rejoin Wide-Awake Geek.

If Member does not give proper notice of cancellation of membership, membership will be suspended by Wide-Awake Geek with a balance owed. Should Member wish to re-activate Membership, payment of balanced owed must be paid, along with new membership fees. Late Cancellation and EFT Billing Errors: No refund of monthly dues will be paid in the event that a Member Cancels after the cancellation deadline. It is the member’s responsibility to observe proper cancellation procedures.

Refunds: Should a billing error occur Wide-Awake Geek would provide a refund with an authoritative WRITTEN proof of cancellation, i.e., emailed receipt of cancellation within agreed upon notification period. It is your responsibility to retain records until the cancellation has been confirmed via bank documentation. Unless otherwise stated, any approved refund will be made within fifteen (15) business days from the date of request.

**Freezing a Membership: **At the sole discretion of management, Wide-Awake Geek may allow a membership to be frozen for a $10/month administrative fee. There are no “retroactive freezes.” To be eligible for a freeze the membership must be in good standing with all fees and charges current. The term of the Freeze may be for no more than three (3) months at one time and for no less than one (1) month. The Member must complete a membership freeze request and submit in writing at least two business days or more prior to their next scheduled due date. The membership will resume automatically at the conclusion of the freeze period.

**Non-transferable: **Your rights and obligations under this Membership Agreement cannot be assigned to anyone else.

DISCLAIMER OF WARRANTIES Hours and Facilities: At the sole discretion of management and without notice, Wide-Awake Geek reserves the right to alter or amend staffed hours of operation, make changes to the physical facilities, change equipment, alter, amend or eliminate Services, programs and activities, and/or temporarily close the facility or a part of the facility while repairs, renovations or seasonal maintenance take place. Wide-Awake Geek will make every effort to minimize any disruption to members during these periods. There will be no reduction, suspension, abatement, or apportionment of membership fees or other charges.

Material Changes and Extended Interruption of Service: Member may cancel this Membership Agreement if Wide-Awake Geek materially changes the services promised as part of the initial contract. In the event of an extended interruption of services due to a fire, natural disaster, or national emergency, Wide-Awake Geek reserves the right to transfer membership to another like facility within a five-mile radius, or, freeze memberships and resume memberships, as services are made available again.

**Exclusion of Incidental, Consequential and Certain Other Damages: ** Wide-Awake Geek will not be responsible for the loss, theft, disappearance, or damage to any personal property, including money, negotiable securities or jewelry belonging to Member, Guests or Visitors. Members, Guests and Visitors are encouraged to leave valuables at home or to keep them on their person at all times. Do not leave valuables in vehicles. Make sure vehicles are locked at all times.

**Software Security: ** Wide-Awake Geek does NOT make any warranties or guarantees about security. It is the Member, Guest and Visitor’s responsibility to secure their own personal computer or device with intrusion detection/prevention software ﴾firewall﴿ and anti-malware software.

ASSUMPTION OF RISK These risks can range from minor injuries to major injuries including death and accidental injuries. Accidental injuries include those caused by you, those caused by other persons, those of a slip and fall nature, and injuries occurring anywhere in the facility including but not limited to: hallways, lobbies, restrooms, offices, conference rooms or activities associated with the facility, or outside the facility. In consideration of Member, Guest and Visitors participating in the activities and use of the facilities offered by Wide-Awake Geek, Members, Guests and Visitors knowingly and freely assume the risk of any and all accidents or injuries of any kind that may be sustained by, or in connection with, use of the facilities.

**Unsupervised Usage and Special Risk: **You acknowledge that Wide-Awake Geek is an unsupervised facility, which may pose a special risk for members to consider. You assume all risks associated with using the facility and all equipment with or without the aid and presence of Wide-Awake Geek staff.

Equipment Misuse is Dangerous: It is Your responsibility to assure safe use of any and all equipment. Using equipment in a manner not intended by the manufacturer is prohibited.

**INDEMNIFICATION ** Except for willful misconduct or gross negligence, You agree to fully release, discharge, indemnify, defend, and hold harmless, Wide-Awake Geek, its owners, officers, directors, shareholders, employees, instructors, agents, lessors of premises and equipment, and affiliates (“Releasees”), and to assume responsibility for any and all present and future claims or demands resulting in injury, death or property damage, whether caused by the negligence of Releasees or otherwise, while You are in, or about the Wide-Awake Geek premises or any facilities or equipment, or taking part in any activities associated with Wide-Awake Geek, but outside the physical location. You understand that Wide-Awake Geek is relying on this Release of Liability and Hold Harmless provision in agreeing to enter into this Agreement.

**LIMITATION OF LIABILITY ** 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 Wide-Awake Geek [including its subsidiaries (whether or not wholly-owned), affiliates, divisions, and their past, present and future officers, agents, shareholders, members, guests, visitors, representatives, employees, and/or successors] shall be limited to actual damages incurred by you based on reasonable reliance up to a maximum of the total fees actually paid by you to Wide-Awake Geek during the prior 6 months.

The foregoing limitations, exclusions and disclaimers shall apply to the maximum extent permitted by applicable law, even if any remedy fails its essential purpose.

**TERMINATION OR TRANSFER ** Wide-Awake Geek reserves the right to cancel this Membership Agreement for any violation by the Member of the provisions set forth within this Agreement, or as promulgated in the facility or on its website, or of which Member has been verbally notified, including but not limited to: (a) failure to make payments of monies when due, (b) consistent failure to observe Rules, Regulations, Policies and Procedures (c) behavior that is contrary to the best interests of other Members, Guests, or Visitors (d) any legal action filed by the Member against Wide-Awake Geek, or any legal action filed by Wide-Awake Geek.

We may assign or transfer this Agreement or any of our rights under this Agreement without notice to you, except as otherwise required by law.

**ARBITRATION ** You agree to settle any dispute with Wide-Awake Geek, any of its employees, vendors, affiliates, members, guests, or visitors using binding arbitration instead of a lawsuit. You agree to use the American Arbitration Association commercial arbitration rules with the venue for all proceedings to be in Marysville, California.

**NOTICE All notices under this Agreement shall be delivered as follows: To Wide-Awake Geek: **Deliver by both email to [email protected] AND certified mail to Wide-Awake Geek 922 G Street, Marysville, CA 95901 Attn: Charles Ferguson. **To a Member: **Deliver to either email address listed in the online Member Account or the email address listed in the Member Registration or the mailing address listed on file.

****RULES, REGULATIONS & POLICIES

RULES: ** Age Requirements: *Members must be at minimum in 7th grade and 12/13 years of age.

Members 12-15 years of age must be accompanied by parent or guardian when utilizing the space (special events designated for youth excluded unless otherwise noted).

Shared Space membership allows Members access to shared spaces only. Shared Space Members are prohibited from Staff spaces and Private Offices. (A map is provided to show accessible and prohibited areas)

No Member is allowed in Staff only spaces which include but are not limited to utility and janitor rooms, Administration rooms, Flight Simulator room and front desk.

Additional Rules may be listed in the Code of Conduct.

REGULATIONS We reserve the right to refuse service to anyone. We also reserve the right to dismiss any Member, Guest or Visitor from the facility at our discretion. We may terminate a membership for the violation of the rules, regulations, policies, provisions, terms or conditions listed in the Membership agreement and/or in the online member account, the website and/or posted in the facility itself.

Not only may you not use Wide-Awake Geek for any purpose that is unlawful, you may not use Wide-Awake Geek for anything that is prohibited or unacceptable to others in or near the facility, or a part of the Wide-Awake Geek online community.

You may not attempt to gain unauthorized access to any accounts, computer systems or networks connected to any Wide-Awake Geek server or to any of the Services, through hacking, password mining or any other means.

You may not do anything that could damage, disable or impair any of Wide-Awake Geek equipment, facilities, Services, programs or resources. You may not prevent others from using Wide-Awake Geek.

**POLICIES: Facility Hours: **The facility is only open and available for use during posted hours and may not always be “staffed”. Any requests for scheduling access during other times will be handled on a case-by-case basis and require the payment of additional fees including the cost of having Staff on-site.

Guest Policy: Guests and Visitors must be accompanied by a Member throughout their visit (using Member Only areas). Members are allowed to have guests accompany them free of additional charges when office, training room or conference room hours have been reserved and associated fees paid. Guests are only permitted during staffed hours. (Exception=Private Office)

Guests under the age of 12 are only allowed with a member in an office, meeting room or makerspace that has been reserved and associated fees paid; and only during staffed hours of operation (classes are an exception).

A member can host one or two guests at the same time in the shared spaces for no additional fee.
a) A member can host an unlimited number of different guests per month (but only one or two at the same time. Exception: business meetings) b) The guest’s first two visits with the member per month is free c) The guest’s third visit with the member during that month is not free and the Wide-Awake Geek guest visitation fee is 50% off the co-work day pass rate and can be paid by the member or the guest.

Guests must provide valid identification and should allow time for registration at the front desk. Guests must comply with all club rules, regulations, policies, procedures, conditions, and provisions.

Wide-Awake Geek reserves the right to exclude any Guest whose use of the facility, in the sole opinion of Wide-Awake Geek, would be detrimental to the use and enjoyment of Wide-Awake Geek by other Members, Guests or Visitors. Members are responsible for the actions of their Guests.

**Cameras and Cell Phones: **Members, Guests and Visitors shall gain permission before taking photos or videos in any form including but not limited to the use of cameras and phones. Cell phones must have audible ringers turned off. Members, Guests and Visitors must make every effort to minimize the impact of their cell phone use while in the public zones Loud talking will be frowned upon and may result in loss of cell phone use, at the sole discretion of management.

**Food & Drink: **Wide-Awake Geek kitchens are equipped for drinks and moderate food. There are small appliances (e.g. a microwave or toaster) to help with food preparation. All items in the refrigerator are discarded daily, without exception, by the staff. Please label any items you do not wish to share.

This Membership Agreement shall be interpreted under the laws of the State of California. If a court declares any part of this agreement invalid, it will not invalidate the remaining parts, which continue unaffected. Our delay or failure to enforce any right in the agreement, for any reason, does not waive our right to enforce it later. In the event of any litigation arising out of this agreement the prevailing party shall be entitled to recover legal fees. To the extent that any portion of this Agreement is deemed to be invalid under the law of the applicable jurisdiction, the remaining portions of the Agreement shall remain binding and available for use by Wide-Awake Geek and its counsel in any proceeding.

**I HAVE READ AND UNDERSTAND THIS AGREEMENT AND I AM AWARE THAT BY SIGNING THIS AGREEMENT I MAY BE WAIVING CERTAIN LEGAL RIGHTS, INCLUDING THE RIGHT TO SUE.

BY ELECTRONIC SIGNATURE, THE MEMBER, WARRANTS THAT S/HE HAS READ, UNDERSTOOD, AND AGREES TO ALL CONDITIONS OF THIS MEMBERSHIP AGREEMENT**.

Participant’s Name (Printed):______________________________________________ Participant’s Signature:Date: Parent/Guardian’s Name (Printed):____________ Parent/Guardian’s Signature:_________________________Date:

Accepter et Continuer