Area 59, Gillette College Center for Innovation and Fabrication and __________________(name), the entity or person identified on the signature page of this agreement ("Member" or "Licensee"), hereby agree that Area 59 will provide to the member a license to the shared Area 59 fabrication facilities located at 3207 South Douglas Highway, Gillette, Wyoming. This Agreement is a Membership & License Agreement and is not a lease or any other form of tenancy agreement. Area 59 and Member agree as follows:
1. DURATION OF AGREEMENT & TERMINATION
1.1. This Agreement is a Membership. This Agreement shall automatically renew on an annual or month-to-month basis, depending on Membership choice.
1.2. The Member or Area 59 may terminate this Agreement any time with 30-day advance notice.
1.3. Notwithstanding the foregoing paragraph and notice period, Area 59 reserves the right to terminate access to and use of the Area 59 facilities at any time, immediately and without notice, if the Member fails to comply with any provision of this Agreement or Area 59 Policies and Procedures.
1.4. Area 59 reserves the right to amend the Policies and Procedures and Service Agreement from time-to-time and at its sole discretion. Area 59 will notify Member of any changes to said rules and regulations in writing and prior to such rule changes taking effect.
1.5. Upon the termination of this Agreement, Member shall thereafter have no further right to use Area 59 facilities in any manner and Member shall make no further use of Area 59 other than to remove personal items. All advance fees, if any, shall be justly prorated and returned to Member, along with any deposits, within 30 days of the termination of this agreement. Personal items must be removed from Area 59 within 15 days of the termination of this agreement, after which period they become the property of Area 59.
2. DESCRIPTION OF SERVICES
2.1. Area 59 agrees to provide Member with secured-entry access to non-exclusive, clean, well maintained manufacturing equipment and workshop facilities, exclusive access to the individual work space if so detailed in the Services Agreement, reasonable electrical power, and wireless internet at Area 59 and a range of related services as detailed in the attached Services Agreement.
3. MEMBER OBLIGATIONS
3.1. The member shall only use the facilities in accordance with Area 59 Policies and Procedures.
3.2. The shared facilities shall be kept in a neat, clean and attractive condition at all times.
3.3. The Member will not cause any damage to any part of Area 59 including unreasonable or inappropriate wear on equipment or damage to the building in which Area 59 is located.
3.4. The member shall not disturb the use and enjoyment of the Services by any other Member of Area 59 or the use and enjoyment of the Building by any occupant of the Building.
3.5. The member shall not use Area 59 facilities for any inappropriate or unlawful activity including obscenity and use of material protected by intellectual property laws.
3.6. The member shall not use Area 59 to create any objects that endanger anyone, including weapons.
4.1. User agrees to make payments in the amount, form and manner as detailed in the Area 59 Services Agreement. Failure to make monthly payments as described will result in the termination of this Agreement and revocation of Member's license to use the facilities. In addition, Member shall pay all reasonable third-party fees (attorney's fees and debt collection fees specifically included) and other costs incurred by Area 59 in connection with any late payments or past due amounts.
4.2. There may be a charge for some of Area 59's materials and supplies used by Member on various equipment, including but not limited to photocopies, 30 filaments, & vinyl printing.
5. RISK OF USE
5.1. Member acknowledges that he/she is using the facilities at his/her own free will and decision. Member acknowledges that Area 59 does not have any liability with respect to Member's access, participation in, use of the facilities, or any loss resulting from such participation or use.
5.2. In case of an emergency or accident, dial 911. Then report all accidents and injuries immediately to Area 59 staff.
5.3. Area 59 and its respective board members, employees, volunteers, instructors, agents, contractors and officers shall not, to the extent permitted by law, be liable for, and the Member waives all right of recovery against Area 59 and such individuals for any damage or claim with respect to any injury to person or damage to, or loss or destruction of, any property of Member, its contractors, employees and invitees due to any act, omission or occurrence in or about Area 59 or the Building. Except for the gross or willful misconduct by Area 59.
5.4. Member agrees to indemnify, defend, protect and hold Area 59 and its respective board members, employees, volunteers, instructors, agents, contractors, and officers harmless from and against all claims of whatever nature arising out of Member's use of the facilities and occupancy of Area 59.
5.5. Members are strongly encouraged to carry insurance that covers their personal equipment while using the work space at Area 59.
6. INTERRUPTION OF SERVICE
6.1. Member acknowledges that due to the imperfect nature of electronic communications, electronics, and utilities, Area 59 shall not be responsible for damages, direct or consequential, which may result in the failure of Area 59 to furnish any of the Services. Area 59 will, however, act in good faith and in a commercially reasonable manner in working to remedy any flaws in the facilities or equipment or delays in providing access to the facilities or equipment to the Member.
7. RELATIONSHIP OF THE PARTIES
7.1. Member is not an employee or contractor of Area 59. Area 59 has no right to the work produced by Members or guests working at Area 59. Members shall maintain all copyrights, patents and any other proprietary rights related to the Member's works that are created using the facilities.
8. PARTIAL INVALIDITY
8.1. If anyone or more of the provisions of this Agreement shall be invalid or unenforceable, the remainder of this Agreement shall not be affected, and each remaining provision shall be valid and enforceable to the fullest extent permitted by law.
9.1. No delay or omission on the part of Area 59 in exercising any right under this Agreement shall operate as a waiver of such right or of any other right of Area 59, nor shall any waiver of such right or rights on any one occasion be deemed a bar to, or waiver of, the same right or rights on any future occasion. The acceptance by Area 59 of any payment, or of a sum less than is due, shall not be construed as a waiver of any of Area 59 's rights unless such waiver is in writing.
10. AN ASSUMPTION OF RISK
10.1. The Member acknowledges the inherent risks in the use of tools, equipment, devices, and hazardous materials of any kind commonly used in electronics construction, fabrication, software design and other related activities and that Member's participation in such activities and/or use of such tools may result in injury, illness, death or damage to Member or Member's personal property. Further, such risks and dangers may be caused by Member or Guests or other Members. Finally, such injury, illness death or damage to Member or Member's personal property, may arise from foreseeable or unforeseeable causes including, without limitation, electrocution, burns, impalement, or slip and fall injuries. Member hereby fully assumes all such risks and any others which arise because of Member's association with Area 59.
11. A RELEASE OF LIABILITY
11.1. Member releases Area 59, its officers, agents, board members and assigns from any liability whatsoever arising out of any damage, loss or injury to Member or Member's property while participating in any activity on the premises of Area 59 and/or using any equipment owned by Area 59 or another member or guest of Area 59 regardless of whether such loss or injury is as a result of the negligence of Area 59 or its members, guests, agents and assigns, or as a result of some other cause.
11.2. Member agrees that Member will not, under any circumstances, initiate any legal action against Area 59, its members, guests, agents and assigns, nor will Member assist in the prosecution of any such legal action filed by another, arising out of an injury to the person or property of Member while participating in the activities contemplated by membership in Area 59. This covenant extends to include the heirs, executors, administrators or assigns of Member.
12. THIRD PARTY INDEMNIFICATION
12.1. Member indemnifies, saves and holds harmless Area 59, its members, agents and assigns from any and all losses, claims, actions or proceedings of every kind and character which may be initiated by any other persons or organizations and which arise directly or indirectly from the actions of Members while engaged in the activities contemplated by membership in Area 59. Member hereby acknowledges that Member has carefully read all of the above provisions, fully understands same and voluntarily signs this document as a condition of membership in Area 59.
13. THIS AGREEMENT IS NOT A LEASE AND DOES NOT CREATE OR REFLECT ANY FORM OF TENANCY OR INTEREST IN REAL PROPERTY IN FAVOR OF THE MEMBER. This Agreement is subject and subordinate to a lease by and between Area 59 and the owner of the Building. This Agreement shall terminate simultaneously with the termination of the said lease. This Agreement shall be governed by, interpreted and enforced in accordance with the laws of Wyoming.