These terms and conditions create a contract (the “Agreement”) between you and WeWork Management LLC and its current and future affiliates (“WeWork”, “Company”, “we”, “us” or “our”). By clicking ‘Submit’, you are agreeing to abide by and be bound by this Agreement. Among other things, this Agreement sets forth that except for certain types of disputes, you agree that disputes between you and us will be resolved by binding, individual arbitration. For additional information, please see the section entitled “Miscellaneous” below. To confirm your understanding and acceptance of the Agreement below, click ‘Submit’.
General Terms and Conditions
You agree that you intend to participate in WeWork’s in-house early-stage startup program (“WeWork Labs”) by providing some or all of the services detailed below in the Additional Terms for Certain Services section (the “Program”). In addition to the service specific terms detailed below in the Additional Terms for Certain Services section (the “Additional Terms for Certain Services”) that may be applicable, you agree to the following general terms and conditions (the “General Terms and Conditions”, and together with the Additional Terms for Certain Services, the “Terms and Conditions”).
Costs; Taxes. Each party shall bear its own costs and expenses. Each party shall be responsible for all sales, use and excise taxes, and any other similar taxes, duties and charges of any kind imposed by any federal, state or local governmental entity on any amounts payable by it hereunder; provided that in no event shall either party be responsible for any taxes imposed on, or with respect to, the other party’s income, personnel, property or other assets.
Proprietary Rights. Each party owns all right, title and interest in and to its Intellectual Property. Neither party shall use the other party’s Intellectual Property in a way that would reasonably convey the impression that the parties are in any way affiliated with or otherwise acting on behalf of each other. Under no circumstances shall either party, as a result of this Agreement, have any right under or to the Intellectual Property of the other party except as expressly set forth herein. The parties acknowledge that every use of the other party’s Intellectual Property shall inure to the benefit of the other party and that the provisions of this Agreement do not convey to a party any right, title or ownership interest in the other party’s Intellectual Property. Neither party shall take any action, or fail to take any action, that would in any way impair the other party’s Intellectual Proprietary rights or would contest the title or the validity of the rights in such other party’s Intellectual Property.
Intellectual Property; Programming & Educational Content; Expert Intellectual Property; Co-Developed Intellectual Property;
Intellectual Property. During the Term, you hereby grant to WeWork a royalty-free, nonexclusive license to use and display your name, image and likeness, including, but not limited to trademarks and logos (“Intellectual Property”) provided by or on behalf of you, solely in connection with the Program and in the manner submitted or approved for use in accordance with the terms hereof.
Programming & Educational Content that you Share with Us. You may from time to time host, take part in, attend or otherwise be involved with various events, programs, webinars, panels or other initiatives for WeWork Labs (“WeWork Labs Programs”). In connection with the foregoing, you may create, provide or otherwise contribute certain educational content, training materials, text, images, videos, audio clips or other content that you independently develop in connection with the WeWork Labs Programs or that was pre-existing (the “Content”) for use by WeWork Labs in connection with the Program or otherwise and you acknowledge and agree to be bound by the WeWork Labs Contributor Network Terms of Service, which are available here. Further, you understand and agree that WeWork may use such Content in accordance with the Contributor Network Terms of Service. WeWork shall also have the right to include a WeWork Labs graphic logo overlay on the Content and edit, modify or cut the Content for enhanced user experience (as applicable). You understand that the WeWork Labs Programs may be recorded for future use and you acknowledge that WeWork will own all right, title and interest in the recordings.
Additionally, these WeWork Labs Programs may be recorded for future use on WeWork Labs’ websites. You hereby permit and license WeWork to record, reproduce, display, exhibit, photograph, and otherwise use (a) your name, image, likeness and professional biographical information, and other personal information you provide and (b) all Content created for, during or in connection with your participation in any WeWork Labs Programs.
Co-Developed Intellectual Property. This paragraph only applies if we jointly develop work product and specifically excludes your pre-existing Intellectual Property or any Intellectual Property that you independently develop (your “Expert Intellectual Property”). WeWork Labs shall solely own all right, title and interest in and to any “Co-Developed Intellectual Property” which shall include all materials made, invented, developed, created, conceived or reduced to practice as a result of work jointly created by the parties as part of the Program, specifically excluding your Expert Intellectual Property. You will and hereby do, assign, license and otherwise transfer to WeWork Labs and its permitted successors and assigns, without requirement of additional consideration, all such right, title and interest in and to the Co-Developed Intellectual Property as is necessary to fully effect WeWork Labs ownership thereof as provided in this Section. To the extent that any of your Expert Intellectual Property is incorporated in the Co-Developed Intellectual Property, you hereby grant WeWork Labs a perpetual worldwide, royalty-free, sublicensable, transferable license to use your Expert Intellectual Property in accordance with the terms of the WeWork Labs Contributor Network Terms of Service linked below, which are incorporated herein by reference.
Publicity. Each party agrees that it will not, without the prior written consent of the other, in each instance: (a) represent, directly or indirectly, that any product or service offered by such party has been approved by the other party or (b) issue or release any announcement, statement, press release or other publicity or marketing materials relating to this Agreement or the Program or otherwise use the other party’s trademarks, service marks, trade names, logos, domain names or other indicia of source, association or sponsorship.
Confidentiality. “Confidential Information” means all nonpublic, confidential or proprietary information of a party, including, but not limited to, trade secrets, technology, information pertaining to business operations and strategies, and information pertaining to customers, pricing, and marketing, disclosed or otherwise made available by one party in connection with the Program, whether orally or in written, electronic or other form or media, and whether or not marked, designated or otherwise identified as “confidential,” (provided that if not marked, such information would be reasonably understood to be confidential). Confidential Information does not include information (a) that is or becomes generally known without the fault of the receiving party; (b) rightfully known to the receiving party without restriction prior to disclosure; (c) rightfully obtained by the receiving party on a non-confidential basis from a third party or (d) independently developed by the receiving party without use of or reference to the disclosing party’s Confidential Information. Each party agrees to use the other party’s Confidential Information only as necessary to fulfill the receiving party’s obligations pursuant to this Program and this Agreement and shall not disclose the disclosing party’s Confidential Information without the prior written consent of the disclosing party. Notwithstanding the foregoing, nothing herein is intended to prohibit any disclosures required by law, rule, regulation, directive or order of any government, government agency or court, provided that the party who is required to make the disclosure shall give adequate prior notice (to the extent legally permitted) to permit the other party to intervene and request protective orders or other confidential treatment. To the extent a party is required to make a filing or other public disclosure (including without limitation disclosure of this Agreement) pursuant to any rule, requirement or regulation of any government agency or securities exchange, such party shall promptly inform the other party and shall use reasonable efforts to maintain the confidentiality of the other party’s nonpublic information in any such filing or disclosure.
For the avoidance of doubt, you understand that this Agreement does not convey to you any ownership rights in and to the WeWork Labs Members’ Confidential Information or any improvements, modifications or enhancements thereto as a result of your services.
Representations and Warranties. Each party represents and warrants that (a) it has the right and authority to enter into this Agreement and perform all of such party’s obligations thereunder; (b) it will fulfill its obligations hereunder in a timely, professional manner, and in compliance with all applicable federal, state and local laws, rules, and regulations; (c) this Agreement does not and will not violate any agreement between such party and any third party or any other rights of any third party; (d) it will not act in any manner which may reasonably reflect unfavorably upon the good name, goodwill, reputation or image of the other party; and (e) it will not make any representation or give any warranty to any person or entity about the other party’s products or services other than as permitted herein or otherwise approved in writing by the other party. Additionally, you represent and warrant that you either own, or have all rights, title and interest necessary to grant to WeWork, the rights granted herein.
Term; Termination. This Agreement shall commence as of the Effective Date and shall terminate as of the end date of the Program unless earlier terminated in accordance with this Agreement. Either party, in its sole discretion, may terminate this Agreement (a) without cause upon thirty (30) days’ prior written notice to the other party; (b) upon written notice to the other party, if the other party: (i) materially breaches this Agreement, and such breach is incapable of cure, or with respect to a material breach capable of cure, the other party does not cure such breach within fifteen (15) days after receipt of written notice of such breach; (ii) becomes insolvent, files a petition for bankruptcy or commences or has commenced against it proceedings relating to bankruptcy, receivership, reorganization or assignment for the benefit of creditors or (iii) the other party performs any act or omission that in the terminating party’s reasonable opinion is likely to reflect negatively on the Program, the terminating party or the terminating party’s products or services among a substantial segment of the public.
Effect of Termination. Upon expiration or termination of this Agreement, (a) all licenses to each party’s Intellectual Property granted under this Agreement shall automatically terminate and (b) each party shall return to the other party all documents and tangible materials containing, reflecting, incorporating or based on the other party’s Confidential Information and permanently erase all of the other party’s Confidential Information from its systems. Provisions of this Agreement that by their nature should apply beyond their terms will remain in force after any termination or expiration of this Agreement.
WARRANTY DISCLAIMERS. EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH HEREIN, WEWORK DISCLAIMS ALL WARRANTIES OF ANY KIND, INCLUDING WITHOUT LIMITATION INCLUDING ANY (A) WARRANTY OF MERCHANTABILITY; (B) WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE; (C) WARRANTY OF TITLE OR (D) WARRANTY AGAINST INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY, WHETHER EXPRESS OR IMPLIED BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE OR OTHERWISE.
Indemnity. You (“Indemnifying Party”) will indemnify, defend and hold harmless WeWork, its parent, subsidiaries, and affiliates, and each of their respective officers, directors, employees, contractors, representatives, and agents (collectively, the “Indemnified Parties”) from and against any and all third party losses, liabilities, damages, costs and expenses (including reasonable attorneys' fees) arising from or in connection with a third party claim (collectively, "Claim") (a) arising from or in connection with the activities performed by the Indemnifying Party as part of the Program or the material breach by the Indemnifying Party of the terms of this Agreement; or (b) that any materials, content or technology used or provided by the Indemnifying Party hereunder infringes or violates the intellectual property, proprietary, publicity or privacy right of any third party. The Indemnified Party will (i) give prompt written notice to the Indemnifying Party; provided, however, that failure to give such notice will not relieve the Indemnifying Party of any liability hereunder (except to the extent the Indemnifying Party has suffered actual prejudice by such failure); and (ii) provide reasonable assistance to defend or settle such Claim at the Indemnifying Party’s expense. The Indemnifying Party shall have sole control of the defense and settlement of such Claim provided that the Indemnified Party shall have the right to participate in the defense and settlement negotiations of such Claim through its own counsel at its own expense, and provided further that the Indemnifying Party shall not agree to any settlement or compromise that imposes any obligation or liability on the Indemnified Party without such party’s prior written consent.
Limitation of Liability. WEWORK SHALL NOT BE LIABLE TO YOU UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY FOR (A) ANY AMOUNTS THAT IN THE AGGREGATE EXCEED THE FEES PAID HEREUNDER, OR (B) ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, EVEN IF YOU HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR (C) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS, TECHNOLOGY OR SERVICES OR (D) ANY MATTER BEYOND THE REASONABLE CONTROL OF WEWORK OR (E) CLAIMS ARISING FROM WEWORK’S PRODUCTS OR SERVICES OR WEWORK’S QUALITY, PRICE OR METHOD OF SALE OR DISTRIBUTION.
Modification. WeWork may revise these Terms and Conditions, in our sole discretion, at any time and without prior notice to you, by updating this posted version of these Terms and Conditions. You should review this website for changes to these Terms and Conditions. Any changes are effective upon posting to this website. If you disagree with any changes, your sole and exclusive remedy is to terminate your relationship with WeWork. Your continued use after notice of a change has been posted will constitute your acceptance of those changes.
Miscellaneous. The parties to this Agreement are acting as independent contractors, and no employee of either shall be deemed to be in the employ of the other, nor shall either party have any right or authority to act on behalf of the other beyond that expressly granted herein. Nothing contained herein or done pursuant hereto shall be construed to create a joint venture or partnership between the parties, create any relationship of principal and agent or employer and employee, or restrict either party from entering into agreements for similar, equal or like goods and/or services from other entities or sources. Any notice under this Agreement shall be deemed sufficient if delivered to the contact information provided by the recipient party herein and delivered (a) by hand; (b) by certified mail, return receipt requested; or (c) by email if email receipt is acknowledged by the recipient party. No failure or delay by any party in exercising any right hereof shall operate as a waiver. No party may assign this Agreement without the prior written consent of the other, except to an entity owned or controlled by the assigning party or to a successor to all or substantially all of its assets or business; any purported assignment without such consent shall be null and void. If any provision of this Agreement is for any reason held invalid, such provision shall be limited or eliminated to the minimum extent necessary for enforcement, and the remainder of this Agreement shall remain in full force and effect. This Agreement contains the entire understanding of the parties with respect to its subject matter, and supersedes all previous oral or written representations. This Agreement may be modified or amended only in writing signed by the party to be bound thereby. This Agreement 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 or New York’s or any other implementation of the Uniform Computer Information Transactions Act. 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 this Agreement, or at law, or the breach, termination or invalidity of this Agreement that cannot be settled amicably by agreement of the parties to this Agreement 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. 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 or proceeding to enforce rights under this Agreement, the prevailing party shall be entitled to recover costs and attorneys’ fees. This Agreement shall be interpreted and construed in the English language, which is the language of the official text of this Agreement.
Additional Terms for Certain Services
The below Additional Terms for Certain Services shall apply to your services as applicable. In the event of any conflict between the Additional Terms for Certain Services and the General Terms and Conditions, the Additional Terms for Certain Services shall apply to the extent of the conflict.
Service Providers Additional Terms
The following terms apply to service providers, in addition to the General Terms and Conditions above.
You may offer special promotions or discounts on your services or products (“Perks”) to WeWork Labs Members that WeWork will publish and/or promote to its internal WeWork Labs Members network and potentially other channels. Prices of products and services offered to WeWork Labs Members shall be competitive with rates otherwise offered by you or your affiliates or partners for any branded version (including co-branded versions) of the products within the accelerator, venture capital and / or incubator world of startups (“WeWork Labs Discount”). The WeWork Labs Discount shall remain a valid offer in perpetuity unless terminated by you upon thirty (30) days prior written notice to WeWork.
In the event of any fulfillment problems, discrepancies, claims, defects or any other issue or dispute regarding any product(s) purchased or redeemed by the WeWork Members through/from your Perk, you shall deal directly with those WeWork Members and shall look solely to those WeWork Members in the event of any such fulfillment problems, discrepancies, claims, defects, issues or disputes. You acknowledge and agree that WeWork shall not be liable or responsible in any event in connection with your dealings with a WeWork Member. In the event of any dispute between or among you and a WeWork Member, WeWork shall have no obligation to attempt to mediate any such dispute.
Mentor Program Additional Terms
The following terms apply to mentors and WeWork Entrepreneurs in Residence (“WEIR”), in addition to the General Terms and Conditions above:
WeWork Labs operates a mentorship program (the “WeWork Labs Mentorship Program”) in which industry experts, professionals, leaders, division heads and others (including WEIRs) participate in mentoring activities and related programming as a mentor to WeWork Labs Members (“WeWork Labs Mentors”). As a WeWork Labs Mentor, you agree to provide some or all of the following services: host office hours, participate in one-on-one meetings with WeWork Labs Members, host remote webinars, or participate in WeWork Labs Programs.
As a WeWork Labs Mentor, you may learn Confidential Information of WeWork Labs Members, and you agree to keep that information confidential and to only use that information in connection with providing your services as a WeWork Labs Mentor.
You agree, understand and consent that your contact information will be shared with WeWork Labs Members for the purpose of facilitating the WeWork Labs Mentorship Program. If you do not want your contact information shared with WeWork Labs Members, you may not participate in the WeWork Labs Mentorship Program. You may withdraw your consent at any time; however, withdrawing your consent will not affect the lawfulness of processing based on your consent before its withdrawal. Please note that if you withdraw your consent, we may be unable to continue to participate with the WeWork Labs Mentorship Program
Upon expiration or termination of your participation as a WeWork Labs Mentor in connection with the WeWork Labs Mentorship Program, or at any time upon WeWork Labs’ request, you will as soon as reasonably practicable, but in no event, later than fifteen (15) days after such request, expiration or termination, destroy all Confidential Information including personal information, including without limitation all originals and copies in any medium, and any materials derived from or incorporating such Confidential Information.
You represent and warrant that you are highly skilled and experienced in your particular industry or area of expertise such that you can adequately provide the mentoring services described above. You acknowledge that Company is relying on your skills and expertise in the foregoing for the performance of the services, and you agree to notify WeWork whenever you do not have the necessary skill and experience to appropriately perform hereunder.
You understand that you will not be compensated or reimbursed for your time and services.
Notwithstanding the "Termination" section above, a WEIR, in its sole discretion, may terminate this Agreement without cause upon three (3) months’ prior written notice to the other party. Additionally, WEIRs agree to provide at least six (6) hours of mentoring services each week.
Investor Additional Terms
The following terms apply to investors, in addition to the General Terms and Conditions above:
You agree that any information that you provide about yourself (and your firm, if you represent a firm) is true and correct, both at the time of registration and on an ongoing basis. If you do not provide any required information, or if we have any reason to suspect that any information that you provide is incorrect, we may terminate this Agreement.
You understand that you may be provided information about WeWork Labs Members interested in financing and funding opportunities. You will make clear to each WeWork Labs Member that you are not acting on behalf of WeWork, and you agree that you shall not, and that you shall have no authority to:
request, solicit or receive any compensation of any kind from any person or entity for providing any introduction or referral to any WeWork Labs Member or investor, or otherwise as a result of or in connection with any investment by any investor in any WeWork Labs Member; or
make, give or purport to give any representation, warranty, guarantee, recommendation or advice of any kind on behalf of WeWork to any other person or entity (including without limitation to any WeWork Labs Member or investor), including without limitation with respect to or in connection with any investment by any investor in any WeWork Labs Member or the structure, price, terms, suitability or any other consideration with respect to any such investment.
WeWork is not an investment adviser or broker/dealer under United States federal securities law or the securities laws of any other jurisdiction. None of WeWork’s actions in connection with the WeWork Labs Program constitute an offer or solicitation to buy or sell any securities of any WeWork Labs Member. Any information that WeWork may share with you about WeWork Labs Members has been prepared for informational purposes only and does not constitute legal, financial, accounting, investment, tax or other professional advice. You should make your own evaluation of any WeWork Labs Member in which you contemplate making an investment, and you should consult with your own financial advisor and legal and tax professionals to assist in conducting any investigation or due diligence that you consider appropriate prior to making any investment decision. WeWork is not providing any advice or making any recommendation of any kind, and WeWork shall not have any liability for any consequences of any action that you may take based upon any information provided to you in connection with the WeWork Labs Program.
You agree, understand and consent that your contact information may be will be shared with WeWork Labs Members for the purpose of facilitating a relationship with WeWork Labs Members. If you do not want your contact information shared with WeWork Labs Members, you may not be able to participate as an investor. You may withdraw your consent at any time; however, withdrawing your consent will not affect the lawfulness of processing based on your consent before its withdrawal. Please note that if you withdraw your consent, we may be unable to continue to participate in the Investor Program..
Upon expiration or termination of your participation as a WeWork Labs investor, you will as soon as reasonably practicable, but in no event, later than fifteen (15) days after such request, expiration or termination, destroy all Confidential Information including personal information, including without limitation all originals and copies in any medium, and any materials derived from or incorporating such Confidential Information.
Customer/Buyer Additional Terms
We would love to introduce you to WeWork Labs Members who sell products or services (“Member Products”) that may be of interest to you. You are under no obligation pursuant to this Agreement to use or purchase such Member Products. In the event you chose to use or purchase a Member Service, you understand that your use or purchase may be subject to the Member Products terms of use.
Last Updated January 28, 2019.