1. Acceptance of Terms.

The services StartWell 786 King St W Inc. (“StartWell”) provides to you, the undersigned (including but not limited to use of office space and access to Internet), are subject to the following Terms of Use (“TOU”).

StartWell reserves the right to update the TOU at any time. StartWell will attempt to contact you to notify you of any updates within 30 days of their enactment using the contact information provided in the Membership Agreement.

2. Description of Services.

StartWell may provide you with access to office space, work stations, Internet access, office equipment, conference space, knowledge resources, and other services as StartWell may provide from time to time (collectively, “Services”). The Services at all times are subject to the TOU.

3. 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 unlawful or prohibited by these terms, conditions and notices. You may not use the Services in any manner that could damage, disable, overburden, or impair any StartWell server, or the network(s) connected to any StartWell server, or interfere with any other party’s use and enjoyment of any Services. You may not attempt to gain unauthorized access to any Services, or accounts, computer systems or networks connected to any StartWell 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.

4. Use of services.

You agree that when participating in or using the Services, you will not:

– Use the Services to record any photograph or video which displays the Services without prior written permission by StartWell, unless the recording is captured during a paid exclusive booking of event or meeting space.

– Use the Services in connection with contests, pyramid schemes, chain letters, junk email, spamming or any duplicative or unsolicited message (commercial or otherwise);

– Bring to StartWell and use large peripheral devices (such as computer monitors & printers) in common areas ( including and not limited to workspaces and lounges), which are not provided by StartWell;

– Leave possessions in common areas (including and not limited to workspaces and lounges) after 5pm;

– Defame, abuse, harass, stalk, threaten or otherwise violate the legal rights (such as rights of privacy and publicity) of others;

– Act in any inappropriate, profane, defamatory, obscene, indecent or unlawful way at StartWell Locations or through StartWell Services where such behaviour is judged at the discretion of StartWell’s Staff;

– Publish, post, upload, distribute or disseminate any inappropriate, profane, defamatory, obscene, indecent or unlawful topic, name, material or information on, at or through StartWell Locations and Services;

– 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;

– 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;

– 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;

– Download any file(s) that you know, or reasonably should know, cannot be legally reproduced, displayed, performed, and/or distributed in such manner;

– Restrict or inhibit any other user from using and enjoying the Services;

– Violate any code of conduct of other guidelines which may be applicable for any particular Service (including the Building Rules for 786 King Street West);

– Harvest or otherwise collect information about others, including email addresses, without the authorization or consent of the disclosing party;

– Violate any applicable laws or regulations; and

– Create a false identity for the purpose of misleading others.

You further agree to give permission to StartWell through the use of Services to be recorded in photograph and video formats and that the use of such recorded media may be used for promotional purposes including, but not limited to, advertising, display, audiovisual, exhibition or editorial use. You further consent to the use of your company name and personal name in connection to any photographs or videos used, without any payment for time or resources or any royalty for the publication of recorded media and release StartWell and its partners from any such claims.

5. StartWell reserves the right at all times to disclose any information about you, your participation in and use of the Services as StartWell 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 StartWell’s sole discretion.

6. Confidentiality.

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 StartWell, Element^N, Inc (“Element^N), 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, know-how, 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 StartWell or Element^N, any analyses, compilations, studies or other documents prepared by StartWell or Element^N or otherwise derived in any manner from the Confidential Information and any information that you are obligated to keep confidential or know or has reason to know should be treated as confidential.

Your participation in and/or use of the Services obligates you to

– maintain all Confidential Information in strict confidence;

– not to disclose Confidential Information to any third parties;

– not to use the Confidential Information in any way directly or indirectly detrimental to StartWell or any participant or user of the Services.

– All Confidential Information remains the sole and exclusive property of StartWell 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 StartWell or any participant or user of the Services.

7. Participation In or Use of Services.

You acknowledge that you are participating in or using the Services at your own free will and decision. You acknowledge that StartWell does not have any liability with respect to your access, participation in, use of the Services, or any loss of information resulting from such participation or use.

8. Disclaimer of Warranties.

To the maximum extent permitted by applicable law, StartWell 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 StartWell 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 or 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 StartWell, and even if StartWell 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 StartWell 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.

11. Termination.

StartWell reserves the right to terminate any Service at any time. StartWell further reserves the right to terminate your participation in and use of any Services, immediately and without notice, for any reason which may result in the loss of pre-paid deposits and fees.

12. Indemnification.

You release, and hereby agree to indemnify, defend and save harmless StartWell and StartWell’s 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, 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 StartWell or its respective officers and agents in connection with the defence of such claim or lawsuit.

14. Severability.

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.

15. Insurance.

StartWell will carry General Liability 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 of StartWell.

I hereby acknowledge that I have read and understood all of the terms and conditions contained in this TOU and further agree to be bound to the TOU regarding my participation in and use of the Services.

15. Cancellation Policy.

Down-Payments/Pre-Payments/Deposits are non-refundable in the event of cancellation by the member or booking host. However, credits to reschedule the event at StartWell may be issued in cases of emergency cancellation at venue’s discretion, a written cancellation is required by email to Typically, a 20% rescheduling fee is charged when an event needs to be rescheduled within 2 weeks of the originally booked date.

StartWell reserves the right to cancel a booking or terminate this agreement where:

StartWell will not exercise its right to cancel a booking in an unreasonable manner and will provide as much notice to the event host as possible. StartWell will cancel only if it is unable to hold up its obligations for reasons including but not limited to emergency conditions, strike and labor dispute etc… StartWell will endeavour to provide the event host(s) with an alternate facility.

Where StartWell cancels a booking for any reason within this agreement, the event host agrees that StartWell is not responsible or liable for any loss or damage suffered by the event host.

16. Decoration

Every effort will be made to allow members renting private offices and event hosts booking larger spaces on campus to prepare decorations reflecting their creative requirements. We ask that only the staff of StartWell rearrange and move any artwork or permanent fixtures. No nails, screws, staples or penetrating items should be used on our walls or fine wood. Any tape or gummed backing materials must be properly removed and any wall damage will be added to the invoice. No glitter or foil (non-paper) confetti is allowed on site.

17. Beverage Consumption Regulations

The Client assumes all responsibility for rostered team members and any guests on campus – including respecting laws governing safe consumption of alcohol.

18. Noise

Members and their guests agree to control the noise level whilst on campus such that it not disturb neighbouring occupants. In the event of a disturbance due to high noise volume, you shall immediately reduce the volume. If repeated disturbances are created, at StartWell’s discretion, relevant members and guests may be expelled from the premises or the offending noise will be ended.

19. Lost and found

StartWell takes no responsibility for personal effects and possessions left on premises. We do, however, maintain a lost and found and will hold recovered items up to 30 days. Every attempt will be made to return any recovered item to its rightful owner.

20. Indemnification and Hold Harmless

Event host shall indemnify and hold harmless StartWell and any of its employees, agents, contractors, and volunteers from any and all loss, liability, claims or expenses arising out of the use and/or occupation of the property belonging to StartWell by the member or relevant guests and any of its employees, agents, contractors, and volunteers, except to the extent that such loss arises from the independent negligence of StartWell.

21. Liability Insurance

Event host shall, without limiting its obligations or liabilities herein and at its own expense, obtain General Liability Insurance(s) to cover any bodily injury and property damage including loss of use thereof during the terms of this Rental Agreement. Such insurance shall extend to cover the user, its employees, agents, contractors, and volunteers and shall include StartWell, its employees, agents, contractors and volunteers as additionally insured with respect to liability arising out of the use or occupation by Event host of the property belonging to StartWell.

22. COVID-19

By using our services you agree to comply with municipal, provincial and federal hygiene and safety requirements – including directions for reducing the transmission of COVID19. We provide disposable face masks and hand sanitiser in-suite at the entrance of the event space yet take no responsibility for the behaviour of your guests on our premises.

23. Pets

Animals are not allowed on campus at StartWell under any circumstances other than where they serve a necessary medical purpose for sustaining life of a member – in which case proof of their necessity may be required to confirm membership and admit them on campus.