These terms and conditions between Applicant (as defined below) and WeWork Management LLC and its current and future affiliates (“WeWork”, “we”, “us” or “our”) govern your application to and participation in the grant program and use of any supporting technology provided by WeWork or Third Party Service Providers to facilitate your application and participation in the grant program (collectively the “Grant Program”) (collectively the “GRANT TERMS”).
Please read the Grant Terms carefully; by clicking the “I ACCEPT” button and/or participating in the Grant Program you are agreeing to abide by and be bound by these Grant Terms.
1. General Terms.
1.1 Third Party Service Provider. WeWork manages and executes the Grant Program through third party service providers, including but not limited to, Ureeka Inc. (collectively, “Third Party Service Providers” or “Contractors”). In order to participate in the Grant Program, you must create an account on Survey Monkey, or on another third-party website that facilitates submissions as determined by WeWork and/or its Third Party Service Provider, and may also be required to register for other third party technology solutions to facilitate your participation in the Grant Program (“Third Party Account”). The Third Party Account and related services are provided solely by the applicable third-party service and pursuant to separate arrangements between you and the applicable Third-Party Service Provider. THERE IS NO WARRANTY OF MERCHANTABILITY, NO WARRANTY OF FITNESS FOR A PARTICULAR USE, AND NO WARRANTY OF ANY KIND, EXPRESS OR IMPLIED REGARDING THIRD PARTY SERVICES AND WE ARE NOT RESPONSIBLE IN ANY WAY FOR THE CONTENT OF ANY LINKS, PRODUCTS, SERVICES OR OTHER MATERIALS RELATING TO ANY THIRD-PARTY SERVICES.
1.2 Grant Terms Changes. WeWork reserves the right at any time to make modifications, deletions or additions to the Grant Program, Eligibility Requirements, or the Grant Terms. Your continued use of the Grant Program following the posting of any changes to the Grant Terms constitutes acceptance of those changes.
2. Grant Program and Eligibility.
2.1 Generally. WeWork member companies that meet the Eligibility Requirements below are eligible to apply to the Grant Program (“Applicant”). Authorized representatives acting on behalf of Applicant, as described below, shall be incorporated into the definition of Applicant in these Grant Terms.
2.2 Eligibility. During the application process Applicants will be required to submit answers to questions to determine their eligibility for the Grant Program. WeWork is responsible for determining the Eligibility Requirements. To be eligible to participate in the Grant Program:
WeWork may update the Eligibility Requirements at any time, at its sole discretion. For purposes of this Grant Program, the term “family members” is defined as any spouse, partner, parent, legal guardian, child, sibling, grandparent, grandchild, or in-law.
2.3 No Guarantees for Applicants. USE OF THE GRANT PROGRAM DOES NOT GUARANTEE THAT AN APPLICANT WILL QUALIFY TO PARTICIPATE IN THE GRANT PROGRAM AND RECEIVE A GRANT, AND/OR THAT AN APPLICANT WILL BE APPROVED FOR A GRANT IN A CERTAIN AMOUNT. A DETERMINATION OF ELIGIBILITY DOES NOT AUTOMATICALLY RESULT IN APPROVAL FOR A GRANT AND NOT ALL ELIGIBLE APPLICANTS MAY RECEIVE GRANTS. IN ORDER TO DETERMINE IF YOU MEET THE ELIGIBILITY REQUIREMENTS, WEWORK OR THE THIRD PARTY SERVICE PROVIDER WILL ASK YOU FOR CERTAIN HISTORICAL AND FINANCIAL INFORMATION.
2.4 Application Data. In completing and submitting an application to participate in the Grant Program (“Application”), Applicant agrees to: (a) provide true, accurate, current and complete information about the Applicant; and (b) maintain and promptly update any such data or information, as necessary, to keep it true, accurate, current and complete. If any information Applicant provides is untrue, inaccurate, not current or incomplete, we have the right to terminate your application for the Grant Program and/or your access to the Grant Program, and may withhold any awarded funds. In addition, in such an event, Applicant agrees to return any previously awarded funds. When you submit an Application for the Grant Program, you agree to cooperate in the application process, including, without limitation, by submitting all required documentation in a timely manner, and, if needed, you agree to obtain information we may need from third parties. As the Applicant, you acknowledge and agree that our ability to facilitate the processing of the grant and participation in the Grant Program depends on such cooperation.
2.6 Agreement to Additional Terms. If you are approved to participate in the Grant Program and/or are selected as a grant recipient, you may be required to enter into additional agreements, supplementary terms, or fill out certain documentation as a condition of receiving further consideration for an award.
2.7 Grant Awards. After the Application window has closed, selection and compliance committees will review properly submitted Applications and recommend grant awards for qualifying eligible Applicants. Decisions to make awards and determination of the amount of awards will be made by the selection committee members in their sole discretion. Applicant understands that all determinations of whether Applicant meets the Eligibility Requirements, and all decisions regarding Applications, awards, and award amounts are final, and are not subject to any appeal or contest. Applicant agrees to accept the decision, and agrees that we have no obligation to provide any information related to the decision on whether Applicant qualifies and can participate in the Grant Program, nor the decision on how much money or Grant Program to grant.
2.8 Taxes. To the fullest extent allowable under applicable law, all taxes (including, without limitation, national, federal, state, provincial, territorial, prefectural, and/or local taxes, as well as any interest, penalties and additions to tax), as well as any expenses arising from acceptance or use of the grant award and not specified in the Grant Terms as being provided as part of the Grant Program, are your sole responsibility. Prior to receiving any Grant award, you will provide a properly completed Internal Revenue Service (“IRS”) Form W-9 or appropriate IRS Form W-8, as applicable. WeWork and/or the Third Party Service Providers shall be entitled to deduct and withhold from any funds granted pursuant to the Grant Program such amounts as are required to be deducted and withheld under law with respect to the making of such payment. To the extent that amounts are so withheld, such withheld amounts shall be treated as having been paid to the person in respect of whom such deduction and withholding was made. Regardless of any action any party takes with respect to any applicable national, local, or other taxes or social contributions, withholdings, required deductions, or other payments, if any, that arise upon the payment of the grant (“Tax-Related Items”), you acknowledge and agree that the ultimate liability for all Tax-Related Items legally due by you is and remains your responsibility and may exceed the amount (if any) actually withheld. You agree to make adequate provision for (and indemnify us and each of our respective subsidiaries and affiliates) any Tax-Related Items. You further acknowledge and agree that you are solely responsible for filing all relevant documentation that may be required in relation to the grant, or any Tax-Related Items, other than filings or documentation that are the specific obligation of WeWork or the Third Party Service Provider pursuant to applicable laws, such as, but not limited to, corporate income tax returns or reporting statements in relation to the grant. You further acknowledge that WeWork and/or its Third Party Service Provider: (a) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the grant; and (b) do not commit to and are under no obligation to structure the terms of the grant to reduce or eliminate your liability for Tax-Related Items, or achieve any particular tax result. Further, if you become subject to Tax-Related Items in more than one jurisdiction, you acknowledge and agree that WeWork and/or its Third Party Service Provider may be required to withhold or account for Tax-Related Items in more than one jurisdiction.
3.1 Grant Program. You agree that the Grant Program and all content made available through the Grant Program, including, but not limited to graphics, user interface, and software used to implement the Grant Program, contain proprietary information and material that is owned by WeWork, its affiliates, its subsidiary companies and/or Third Party Service Providers, and is protected by applicable intellectual property and other laws, including but not limited to copyright. WeWork and its licensors retain all intellectual and proprietary rights in the Grant Program and all content made available on or through the Grant Program. Subject to the terms and conditions of these Grant Terms, WeWork grants you a limited, revocable, non- exclusive, non-sublicensable and non-transferable license use the Grant Program and content provided thereon solely for the purposes of submitting your Application. All other rights are expressly reserved by WeWork. No portion of the Grant Program, content or these Grant Terms may be reproduced in any form or by any means and you shall not use or otherwise exploit the Grant Program in any manner not expressly authorized.
The WeWork name, the WeWork logo, and other WeWork trademarks, service marks, trade dress, graphics, trade names and logos (“WeWork Marks”) used in connection with the Grant Program are trademarks or registered trademarks of WeWork in the U.S. and other countries throughout the world. All other trademarks, service marks, graphics, trade names and logos (“Third Party Marks”) are proprietary to the applicable licensor. You are granted no right or license with respect to any of the aforesaid WeWork Marks or Third Party Marks in connection with your use of the Grant Program.
3.2 License to Your Materials. By participating in the Grant Program and submitting your Application, you may upload content to the Grant Program, including without limitation, videos, logos, photographs, text, and other media (“Your Materials”). You grant WeWork a non-exclusive and fully sublicensable right and license to use, distribute, modify, edit, adapt, exploit, license, reproduce, display, record, photograph, perform, and create derivative works of Your Materials (in whole or in part) for the purposes of operating and providing the Grant Program and supporting marketing efforts related to the Grant Program. By agreeing to these Grant Terms, you authorize WeWork to provide the Third Party Service Providers with the right to use Your Materials in conjunction with the Grant Program. You represent and warrant that you have the necessary rights in Your Materials to grant the rights required by these Grant Terms and that you are fully responsible for all of Your Materials that you make available on or in the Grant Program, including the accuracy of Your Materials. WeWork has no obligation to use Your Materials or to exercise any rights given by this Section. You represent and warrant to WeWork that the use of Your Materials and the rights and license granted hereunder do not, and will not, violate any right of, or conflict with or violate any contract with or commitment made to, any person or entity, and that no consent or authorization from any third party is required in connection herewith. You agree to defend, indemnify and hold harmless WeWork from and against all claims by third parties resulting from your breach of any of the foregoing representations and warranties.
3.3 Publicity Rights. WeWork may develop promotional and marketing materials regarding Applicant’s participation in the Grant Program or Grant Program provided hereunder. WeWork may use Applicant’s name, image, likeness, appearance, voice, professional and personal biographical information and its trademark as a reference both publicly and privately on a perpetual, worldwide basis, and in any medium or format whatsoever now existing or hereafter created, including, but not limited to, in and on the internet, and for any purpose, including, but not limited to for advertising, promotion and other commercial and business purposes, including, but not limited to, public relations, publicity, newsletter articles, web site references, and e-mail communications, packaging and promotion of WeWork and their businesses, products and services, without further consent from or royalty, payment or other compensation to you. Applicants may be required to sign a publicity release acknowledging the publicity rights set forth in this Section.
4. User Conduct. You agree that you will not, under any circumstances:
(a) Impersonate any person or entity, create or use a false identity, or falsely state or otherwise misrepresent your affiliation with a person or entity;
(b) Intentionally or unintentionally violate any applicable local, state, national or international law or regulation, or any order of a court;
(c) Upload, post, e-mail, transmit or otherwise make available any material that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment or that infringes the third party rights of any person or entity or violate or conflict with any agreements or obligation to which you may be bound
(d) Upload, post, or transmit spam, unlawful or offensive content, or attempt to engage in any illegal or fraudulent activity.
(e) Tamper with or impair the administration, security, fairness, or proper operation of the Grant Program, including without limitation.
A violation of this section can result in an immediate disqualification from the Grant Program.
5. Disclaimer of Warranties and Conditions.
5.1 As-Is. YOU EXPRESSLY UNDERSTAND AND AGREE THAT TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, YOUR USE OF THE GRANT PROGRAM IS AT YOUR SOLE RISK, AND THE GRANT PROGRAM IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY WARRANTY, REPRESENTATION OR GUARANTEE, EXPRESS OR IMPLIED, IN FACT OR IN LAW, WHETHER NOW KNOWN OR HEREINAFTER ENACTED, RELATIVE TO ITS USE OR ENJOYMENT.
(a) WEWORK MAKES NO WARRANTY, REPRESENTATION OR CONDITION THAT: (1) THE GRANT PROGRAM WILL MEET YOUR REQUIREMENTS; (2) YOUR USE OF THE GRANT PROGRAM WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE; OR (3) THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE GRANT PROGRAM WILL BE ACCURATE OR RELIABLE.
(b) NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM THIRD PARTY SERVICE PROVIDER OR THROUGH THE GRANT PROGRAM WILL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN. WEWORK IS NOT A FINANCIAL INSTITUTION (I.E., WE ARE NOT A BANK OR A LENDER).
5.2 No Liability For Conduct Of Third Parties. YOU ACKNOWLEDGE AND AGREE THAT THE WEWORK PARTIES (as defined below) ARE NOT LIABLE, AND YOU AGREE NOT TO SEEK TO HOLD THE WEWORK PARTIES LIABLE, FOR THE CONDUCT OR INFORMATION OF THIRD PARTIES INCLUDING THIRD PARTY SERVICE PROVIDER. THE WEWORK PARTIES ARE NOT LIABLE FOR THE ACCURACY OR QUALITY OF ANY THIRD-PARTY PROGRAM, THIRD PARTY ACCOUNT, THIRD PARTY SERVICE PROVIDER, OR THIRD PARTY INFORMATION.
6. Indemnification and Waiver
6.1 Indemnification. You agree, to the extent permitted by law, to indemnify and hold the WeWork Parties harmless with respect to any claims arising out of (a) your breach of these Grant Terms; (b) your participation in the Grant Program; (c) Your Materials; (d) your violation of any applicable laws, rules or regulations.
6.2 Waiver. To the extent permitted by law, you waive any and all claims, liabilities, costs, damages, expenses and rights, including reasonable attorneys’ fees (“Losses”) against the WeWork Parties related to (a) a decision to not allow you to participate in the Grant Program due to not meeting Eligibility Requirements; (b) a decision to not grant you an award as an Applicant; or (c) the final decisions in the Grant Program. You on your own behalf and on behalf of the Applicant company shall and hereby do waive your rights under the law of jurisdiction (e.g. California Civil Code Section 1542 or any other similar law), which provides in substance: “A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which, if known by him must have materially affected his settlement with the debtor.” For the avoidance of doubt, nothing in these terms will release a claim or exclude our liability to the extent arising from our (a) gross negligence or willful misconduct; or (b) fraud or fraudulent misrepresentation.
7. LIMITATION OF LIABILITY
7.1 Limitation of Liability. To the extent permitted by law, the aggregate monetary liability of WeWork, its directors, officers, employees, affiliates, agents, contractors or licensors (collectively “WeWork Parties”) to you and your employees, or agents for any reason and for all causes of action under these Grant Terms, whether in contract, tort, breach of statutory duty, or other legal or equitable theory, will not exceed $100 dollars. None of the WeWork Parties will be liable under any cause of action, for any indirect, special, incidental, consequential, reliance or punitive damages, including loss of profits or business interruption. You acknowledge and agree, that, to the extent permitted by law, you may not commence any action or proceeding against any of the WeWork Parties, whether in contract, tort, breach of statutory duty, or other legal or equitable theory, unless the action, suit, or proceeding is commenced within one (1) year of the cause of action’s accrual.
7.2 EXCEPTIONS. Nothing in these Grant Terms will exclude our liability for (a) death or personal injury caused by our negligence; (b) fraud or fraudulent misrepresentation; or (c) any breach of any implied terms which cannot lawfully be excluded.
8.2 Breach. In the event that we determine, in our sole discretion, that you have breached any portion of the Grant Terms, or have otherwise demonstrated conduct inappropriate with respect to the Grant Program, we reserve the right to: (a) delete any of Your Materials provided through the Grant Program; (b) terminate your pending application(s) if you are an Applicant; (c) discontinue your access to any Grant Program; and/or (d) pursue any other action which we deem to be appropriate. Any Applicant who receives an award under the Grant Program agrees to return to the us any grant money awarded if Applicant breaches the Grant Terms.
9. Term and Termination.
9.1 Term. The Grant Terms commence on the date when you accept them (as described in the preamble above) and remain in full force and effect while you use the Grant Program, unless terminated earlier in accordance with the Grant Terms. All provisions of the Grant Terms which by their nature should survive because they are not linked to the term of the agreement, shall survive termination of Grant Program, including, without limitation, ownership provisions, warranty disclaimers, dispute resolution, and limitation of liability.
9.2 Prior Use. Notwithstanding the foregoing, if you used the Grant Program prior to the date you accepted the Grant Terms, you hereby acknowledge and agree that these Grant Terms commenced on the date you first used the Grant Program (whichever is earlier) and will remain in full force and effect while you use Grant Program, unless earlier terminated in accordance with the Grant Terms.
9.3 Effect of Termination. Termination of the Grant Program includes removal of access to such Grant Program and barring of further use of the Grant Program. Upon termination of the Grant Program, your right to use such Grant Program will automatically terminate immediately. You understand that any termination of your access to the Grant Program may involve deletion of Your Materials associated therewith from our live databases. We will not have any liability whatsoever to you for any suspension or termination, including, without limitation, for deletion of Your Materials.
9.4 No Subsequent Registration. If your registration(s) with or ability to access the Grant Program is discontinued due to your violation of any portion of the Grant Terms, then you agree that you shall not attempt to re-register with or access Grant Program through use of a different name, email address, or otherwise. In the event that you violate the immediately preceding sentence, we reserve the right, in our sole discretion, to immediately take any or all of the actions set forth herein without any notice or warning to you.
10. General Provisions.
(a) Governing Law These Grant Terms and the transactions contemplated hereby shall be governed by and construed under the law of the State of New York, U.S.A. and the United States without regard to conflicts of laws provisions thereof and without regard to the United Nations Convention on Contracts for the International Sale of Goods.
(b) Venue Except that either party may seek equitable or similar relief from any court of competent jurisdiction, any dispute, controversy or claim arising out of or in relation to these Grant Terms, or at law, or the breach, termination or invalidity of these Grant Terms, that cannot be settled amicably by agreement of the parties to these Grant Terms shall be finally settled in accordance with the arbitration rules of JAMS then in force, by one or more arbitrators appointed in accordance with said rules. The place of arbitration shall be New York, New York, U.S.A.
(c) Proceedings; Judgment. The proceedings shall be confidential and in English. The award rendered shall be final and binding on both parties. Judgment on the award may be entered in any court of competent jurisdiction. In any action, suit or proceeding to enforce rights under these Grant Terms, the prevailing party shall be entitled to recover, in addition to any other relief awarded, the prevailing party’s reasonable attorneys’ fees and other fees, costs and expenses of every kind in connection with the action, suit or proceeding, any appeal or petition for review, the collection of any award or the enforcement of any order, as determined by the arbitrator(s) or court, as applicable. These Grant Terms shall be interpreted and construed in the English language, which is the language of the official text of these Grant Terms.
(d) Class Action Waiver. Any proceeding to resolve or litigate any dispute in any forum will be conducted solely on an individual basis. Neither you nor we will seek to have any dispute heard as a class action or in any other proceeding in which either party acts or proposes to act in a representative capacity. No proceeding will be combined with another without the prior written consent of all parties to all affected proceedings. You also agree not to participate in claims brought in a private attorney general or representative capacity, or any consolidated claims involving another person’s account, if we are a party to the proceeding. YOU ARE GIVING UP YOUR RIGHT TO PARTICIPATE AS A CLASS REPRESENTATIVE OR CLASS MEMBER ON ANY CLASS CLAIM YOU MAY HAVE AGAINST ANY WEWORK PARTY, INCLUDING ANY RIGHT TO CLASS ARBITRATION OR ANY CONSOLIDATION OF INDIVIDUAL ARBITRATIONS.
10.2 Electronic Communications. The communications between you and WeWork or a Third Party Service Provider will be by electronic means For contractual purposes, you: (1) consent to receive communications from Third Party Service Provider and/or WeWork in an electronic form; and (2) agree that all terms and conditions, agreements, notices, disclosures, and other communications that WeWork provides to you electronically satisfy any legal requirement that such communications would satisfy if it were to be in writing. The foregoing does not affect your statutory rights.
10.3 Assignment. You may not transfer or otherwise assign any of your rights or obligations under these Grant Terms (including by operation of law) without our prior consent. We may assign these Grant Terms without your consent
10.4 Force Majeure. Without limiting any other provision in the Grant Terms, we are not responsible or liable to any Applicant (or any person claiming through such Applicant) for delay or failure to perform obligations hereunder in the event that any of the Grant Program operations or activities are affected by any cause or event beyond our sole and reasonable control (as determined in our sole discretion), including, without limitation, by reason of any acts of God, equipment failure, threatened or actual terrorist acts, air raid, act of public enemy, war (declared or undeclared), civil disturbance, insurrection, riot, epidemic, pandemic, fire, explosion, earthquake, flood, hurricane, unusually severe weather, blackout, embargo, labor dispute or strike (whether legal or illegal), labor or material shortage, transportation interruption of any kind, work slowdown, any law, rule, regulation, action, order, or request adopted, taken, or made by any governmental or quasi-governmental entity (whether or not such governmental act proves to be invalid), or any other cause, whether or not specifically mentioned above.
10.5 Notice. Where you are required to provide an e-mail address, you are responsible for providing your most current e-mail address. In the event that the last e-mail address you provided is not valid, or for any reason is not capable of delivering to you any notices required/ permitted by the Grant Terms, the dispatch of the e-mail containing such notice will nonetheless constitute effective notice. For any notice you would provide under the Grant Terms, you will submit such notice at the following e-mail address: email@example.com. Notice shall be deemed to have been duly given on the first business day following successful e-mail transmission to WeWork.
10.6 Waiver. Any waiver or failure to enforce any provision of the Grant Terms on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion.
10.7 Severability. If any portion of the Grant Terms is held invalid or unenforceable, that portion shall be construed in a manner to reflect, as nearly as possible, the original intention of the parties, and the remaining portions shall remain in full force and effect.
10.8 Entire Agreement. The Terms are the final, complete and exclusive agreement of the parties with respect to the subject matter hereof and supersedes and merges all prior discussions between the parties with respect to such subject matter.