WIP Member Network Terms of Service | WeWork
Effective September 23rd, 2016
1. Overview. Certain services provided by WeWork Companies Inc. or its current or future affiliates (together, “WeWork”, “we” or “us”) may require that a user (“User” or “you”) register for and maintain a WeWork Member Network (the “Member Network”) account (“Account”) to use or access such services. These Member Network Terms and Conditions (the “Network Terms”) describe your rights and obligations in connection with your use of the Member Network. Please read these Network Terms carefully, as they affect your legal rights. Among other things, these Network Terms include your agreement that except for certain types of disputes described in the “Governing Law; Arbitration and Class Action Waiver” section below, you agree that, to the maximum extent allowed by applicable law, disputes between you and us will be resolved by binding, individual arbitration, and you waive your right to participate in a class action lawsuit or class-wide arbitration. For additional information, please see the section entitled “Governing Law; Arbitration and Class Action Waiver.” If you have any questions about these Network Terms, please email email@example.com with the subject line “Member Network Terms of Service.” By accessing or using the Member Network in any way, you are agreeing to abide by and be bound by these Network Terms. From time to time, we may modify or update these Network Terms in accordance with Section entitled “How we might change the Member Network or these Network Terms.” If you use the Member Network after any such change, you accept these Network Terms as modified. For clarity, these Network Terms apply to your use of the Member Network and the services available through the Member Network; the terms of your use of our physical space or payment of your We Membership or Hot Desk, and payment therefor, are subject to the terms and conditions you received or accepted when you joined the WeWork community.
2. Who we are. Who we are for purposes of these Network Terms is WeWork Companies Inc. or one or more of its current or future affiliates.
4. Who you are. References to “you,” “your” and similar words in these Network Terms refer to the individual registering or registered by a primary account holder for an Account on the Member Network and therefore agreeing to be bound by these Network Terms. A company or entity member is responsible for the compliance of each of its individual members (e.g. its employees, contractors, and other service providers). If you are based outside of the United States of America (“U.S.”), by agreeing to these Network Terms, you are confirming that you are using the Member Network for business purposes and not as a consumer (as defined in Regulation 4 of the UK Consumer Contracts Regulations or similar regulations in the jurisdiction in which you are located).
5. What the Member Network is not. As used in these Network Terms, “Member Network” does not include, and we are not involved in or liable for, the provision of products or services by third parties (including other WeWork Members) (“Third Party Services”) that you may encounter through the use of the Member Network or that you may elect to purchase in connection with your WeWork membership. Third Party Services are provided solely by the applicable third party (“Third Party Service Providers”) and pursuant to separate arrangements between you and the applicable Third Party Service Providers. The Third Party Service Providers’ terms and conditions will control with respect to the relevant Third Party Services.
6. How we might change the Member Network or these Network Terms. The availability of the Member Network and the content and services you access or use through the Member Network are subject to change from time to time in our sole discretion, and we may change, suspend, or discontinue all or part of the Member Network at any time in our sole discretion. From time to time, we may also make modifications, deletions or additions to these Network Terms. We may also impose limits on or restrict your access to the Member Network without notice or liability. We will provide you with notice of changes to these Network Terms or to the services we provide that apply to you by emailing the last email address provided by you in your profile or by posting a notice on the Member Network. Most changes will be effective immediately upon notice. It is also your responsibility to check these Network Terms periodically for changes. If you don’t agree to the changes, you may terminate your Account, but please note that you may not be able to access many WeWork services without a Member Network Account, and there are no refunds for early cancellation of certain WeWork services. Your continued use of the Member Network following notification of any changes to these Network Terms constitutes acceptance of those changes, which will apply to your continued use of the Member Network going forward. Your use of the Member Network is subject to the Network Terms in effect at the time of such use.
Creating Your Member Network Account
7. Eligibility. The Member Network is available to individuals who are at least 16 years old unless we specify otherwise (including in the last section of these Network Terms), provided that you have to be at least 18 years old to use any services that require payment by you (as applicable, the “Eligibility Age”). Kindly be certain you qualify before accessing or using the Member Network in any way. No one under the Eligibility Age may access or use the Member Network or provide any personal information through the Member Network (e.g., name, address, telephone number or email address). You agree to provide us with accurate and complete information about yourself when you register for an Account and as you use the Member Network. By using or accessing the Member Network in any way, you represent and warrant that you meet the requirements in these Network Terms or as otherwise specified by us from time to time, including the Eligibility Age.
8. Passwords. Don’t reveal your Account password or other access credentials to anyone else (or let them use your Account), even if such other individual is associated with your Company (defined below). You are responsible for maintaining the confidentiality of your password and security of your Account. If you believe someone may have used your Account without your authorization, please change your password and contact us at firstname.lastname@example.org. You are responsible for all actions in connection with your Account, regardless of whether you authorized such actions.
9. Managing Company Accounts. Only one individual from a Company will be entitled to control the Company’s account on the Member Network (“Company Account”) and designate which other individual users are associated with that Company (such individual, a “Company Representative”). If the Company has a membership with us, the Company Representative will typically be the individual identified as the “Primary Member” in the applicable WeWork Membership agreement. If you create any Accounts for a Company or otherwise use a Company Account, you hereby warrant and represent to us that (a) you have the proper authority to create, terminate and maintain the Company Account and to add and remove individual users and members to and from the Company Account; (b) you have obtained all necessary consent from any applicable individuals for the creation of their Accounts and the processing of their individual information within and outside of the U.S. and (c) all information you provide in connection with the creation of such Accounts is accurate, complete and up-to-date. You agree to indemnify us for any loss we may suffer as a result of any breach of these warranties and representations.
10. Content. The information, data, text, photographs, videos, audio clips, written posts and comments, software, scripts, graphics, and interactive features generated, provided, or otherwise made accessible on or through the Member Network (collectively, “Content”) are contributed by various parts of the WeWork community, which may include WeWork, our partners, various third parties, and individuals employed by or otherwise affiliated with companies receiving WeWork services (“WeWork Member Companies”). The Content and the Member Network are protected by U.S. and international copyright laws. We and our licensors retain all proprietary rights in the Member Network and the Content made available on or through the Member Network, except that our users own their submitted User Content (defined below), and except as expressly set forth in these Network Terms, no rights are granted to any Content. As between us, WeWork’s Content includes the name WEWORK and any pictures or illustrations of our locations, which may not be used for advertising, publicity or any other purpose without our prior consent.
11. Use of WeWork Content. Subject to these Network Terms, we grant each user of the Member Network a worldwide, non-exclusive, non-sublicensable and non-transferable license to use (i.e., to download and display locally) Content solely for purposes of using the Member Network.
12. Restrictions on use of WeWork Content. Please note that the license grant in the preceding section does not allow any user to download contact or other information about WeWork Members or Member Companies made available through the Member Network, which is strictly prohibited unless authorized by the relevant Member or individual. Use, download, display, reproduction, modification, distribution or storage of any Content for purposes other than interaction with other WeWork Members on the Member Network, in accordance with these Network Terms and our community guidelines available at https://members.wework.com/guidelines (“Community Guidelines”), is expressly prohibited without prior written permission from us. You shall not sell, license, rent, or otherwise use or exploit any Content for commercial use or in any way that violates any WeWork or third party right or our Community Guidelines.
13. Availability of Content. We do not guarantee that any Content will be made available on the Member Network. We reserve the right, but do not have any obligation to, (a) monitor, remove, edit or modify any Content, including User Content (defined below), in our sole discretion, at any time, without notice to you and for any reason or for no reason at all; (b) remove or block any Content, including User Content, from the Member Network or (c) re-post to the Member Network any Content, including User Content removed by a user (including the user who contributed such Content).
14. Intellectual property of WeWork. You do not acquire any ownership rights in or to any of our intellectual property by accessing or using the Member Network. You may not take, copy or use for any purpose (a) the name “WeWork” or any of our other business names, trademarks, service marks, logos, trade dress, other identifiers or other intellectual property; (b) any modified, altered or similar versions of the same or (c) any pictures or illustrations of any portion of any WeWork properties, including any properties on which WeWork provides any services (“Premises”), for any purpose, including any competitive purposes, without our prior consent. You may not use any Content, data or other information you receive or access in connection with the Member Network to solicit any of WeWork’s customers or partners, or other individuals or entities you encounter in connection with your use of the Member Network, in a manner that could be considered competitive or harmful to WeWork, as determined by WeWork in its discretion.
15. WeWork’s use of User Content. By contributing, posting, submitting, or otherwise making any Content available to or through the Member Network (such content “User Content”), you hereby grant to WeWork a worldwide, non-exclusive, perpetual, irrevocable, royalty-free, fully paid, sublicensable (through multiple tiers) and transferable license to use, edit, modify, truncate, aggregate, reproduce, distribute, prepare derivative works of, display, perform, and otherwise utilize in any manner the User Content for commercial and non-commercial purposes, and to allow others to do so, in any medium now known or hereinafter developed, without any duty to notify you or provide attribution or compensation to you. You acknowledge and agree that User Content that you contribute to the Member Network may be accessible by WeWork and other users, including after the termination of your Account, and that once you contribute User Content to the Member Network, you may not be able to remove it. We reserve the right to store, archive, repost, or otherwise make available any User Content contributed to the Member Network at any time after such User Content is contributed.
16. Public Content. If you post User Content to public portions of the Member Network, or portions of the Member Network that are viewable by all other users, you acknowledge and agree that such User Content (“Public User Content”) will be accessible by other individuals. You grant each Member Network user a non-exclusive, perpetual license to access your Public User Content and to use, edit, modify, reproduce, distribute, prepare derivative works of, display and perform such Public User Content solely in connection with their use of the Member Network in accordance with these Network Terms and any other policies or guidelines made available by WeWork.
17. Your stuff. The foregoing license grants do not affect your other ownership or license rights in your User Content, including the right to grant additional licenses to your User Content (as long as they do not conflict with the license grants set forth in these Network Terms) unless you otherwise agree in writing. Similarly, except as expressly authorized in these Network Terms or by the relevant individual or entity to which the Content belongs, you may not take, copy, modify, publish, transmit, distribute, perform, display, or sell information belonging to individuals or entities.
18. Restrictions. In short, please don’t post User Content that (a) is inappropriate, vulgar, pornographic, criminal or the like; (b) belongs to someone else or (c) would disrupt the professional work environment, as decided by WeWork in our discretion. To be more specific, you promise that you won’t contribute any User Content or take any action that:
infringes or violates the intellectual property rights or proprietary rights of any third party (please see our DMCA copyright policy below);
reveals any restricted, confidential or proprietary information of others, including any other party’s trade secret or private information such as another individual’s credit card number, social security number or driver’s license number, unless you own the information or have the owner’s permission to post it;
violates any law, statute, ordinance or regulation;
is prohibited by any employment, contractual or other legal obligation or relationship;
promotes or incites racism, bigotry, hatred or physical harm of any kind against any group or individual;
bullies or advocates the stalking of or the intimidation of another person or is otherwise harmful, fraudulent, inaccurate, deceptive, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, or otherwise objectionable;
harms minors in any way;
violates the privacy of any individual or entity;
involves spamming, the sending of mass solicitations, or any other commercial and/or sale activities without our prior written consent; -
impersonates any person or entity, including without limitation any employee or representative of WeWork or another individual or entity receiving WeWork services (“WeWork Member”), or implies that any statements you make are endorsed by WeWork, a WeWork Member or a WeWork Member Company, without the applicable party’s consent;
is connected with any business that is illegal, fraudulent or otherwise inappropriate or objectionable;
contains a virus, Trojan horse, worm, time bomb, or other harmful computer code, file, or program;
uses any manual or automated software, devices, or other processes to “crawl,” “scrape,” or “spider” any page of the Member Network;
collects email addresses or other contact information of users without their prior consent; or
“frames” or “mirrors” any portion of the Member Network or attempts to decompile, reverse engineer, or otherwise attempt to obtain the source code of the Member Network.
19. Legal compliance; contributing Content. You represent and warrant that you have the necessary rights in your User Content to grant the rights required by these Network Terms. You understand that you are legally responsible for all of your User Content under all applicable U.S. and international laws and represent and warrant that your User Content and use of the Member Network will not violate any law or the rights of any person or entity. In some limited circumstances, authorities may seek to apply the laws, rules or regulations of other countries to you, including local laws where you live or view or contribute Content, and we cannot offer any protection, guarantee, immunity or indemnification in such situations. These Network Terms are void where prohibited by law, and the right to access the Member Network is revoked in such jurisdictions.
20. Intellectual property protection for other users. You must not directly or indirectly take, copy or use any information or intellectual property belonging to other members or member companies or any of their guests, including without limitation personal names, likenesses, voices, business names, trademarks, service marks, logos, trade dress or other identifiers or intellectual property, or modified or altered versions of the same.
21. You may remove your User Content. You can remove your User Content from the Member Network at any time. Removing User Content will make your User Content no longer visible to other users of the Member Network, but (a) we may still retain your User Content, in accordance with our data retention policy and (b) third parties still may be able to access your User Content to the extent such User Content has been viewed and retained by the third parties on their respective devices. Even if you remove your User Content or terminate your Account, you agree that our license to your User Content will continue as specified in these Network Terms. If you remove User Content for which you are the initial poster, any comments to such User Content, including comments from other users, to the extent applicable, will also be removed. Please note that removing your User Content does not remove your Account profile, which may remain on the Member Network even after your Account is terminated or expires.
22. We may remove Content. We have no obligation to pre-screen or monitor any User Content. We also cannot guarantee that any User Content will be accurate or otherwise in compliance with these Network Terms. We may, in our discretion and without notice, edit, delete or move any submissions or any information transmitted to or from your Account, including in accordance with our Copyright Dispute Policy set forth below. We may do this at any time and for any reason. If we provide a notice indicating we have reviewed any User Content, it does not mean that we have verified the information in the User Content.
More about Content
23. Informational purposes only. All Content is for general informational purposes only. We do not endorse any opinions expressed via the Member Network, and we do not represent or guarantee the truthfulness, accuracy, or reliability of any Content. You may encounter material that you find erroneous, misleading, mislabeled, offensive or otherwise objectionable. Please use common sense and proper judgment when using the Member Network or any Content or information found on or through the Member Network.
24. Advertisements. In using the Member Network, you may encounter advertisements from Third Party Service Providers and our other business partners, which may be targeted to you based on certain information you provide to us or that we collect based on your use of the Member Network or other WeWork services. The types and extent of advertising are subject to change. In consideration for us granting you access to and use of the Member Network, you agree that we, such Third Party Service Providers and our other business partners may provide you with such advertising from time to time.
25. Endorsements and testimonials. From time to time, we may also publish testimonials by users and WeWork Members related to their experiences with various WeWork services or Third Party Services. These testimonials are the subjective opinions of the individuals providing such testimonials, represent individual results and are not verified by WeWork. We do not claim that they are typical results that others will generally achieve. Names, locations, dates and other information may have been changed to protect the privacy of the individuals or entities involved. Any testimonials or endorsements of any type, format or nature posted by users may be unverified, and we make no warranty or representation as to their accuracy.
Using the App
26. License. If you download any WeWork mobile device application (each, an “App”), then, subject to your compliance with these Network Terms, we grant you a limited, nonexclusive, nontransferable, revocable license to install and use the App on a compatible mobile device that you own or control for your use, in each case in the manner enabled by us, for so long as you remain in good standing with your applicable WeWork membership.
27. Other App terms. You acknowledge and agree that you are solely responsible for data usage fees and any other fees that your wireless service carrier may charge in connection with your use of the App. As between you and us, we own all worldwide right, title and interest, including all intellectual property and other proprietary rights, in and to (a) the App; (b) all related software and technology used by us to provide App features and functionality and (c) all usage and other data generated or collected in connection with the use thereof. Except as expressly set forth herein, you agree not to license, distribute, copy, modify, publicly perform or display, transmit, publish, edit, adapt, create derivative works from or otherwise make any unauthorized use of any of the foregoing. In addition, you agree not to reverse engineer, decompile, disassemble or otherwise attempt to discover the source code or underlying ideas, algorithms or trade secrets of the App or any other software or technology of ours, except to the extent expressly required by applicable statutory law.
28. Apple Device and Application Terms. In the event you are accessing the Member Network via the App on a device provided by Apple Inc. (“Apple”) or an application obtained through the Apple App Store, the following shall apply:
Both you and WeWork acknowledge that these Network Terms are concluded between you and WeWork only, and not with Apple, and that Apple is not responsible for the App or any content made available through the App;
The App is licensed to you on a limited, non-exclusive, non-transferrable, non-sublicensable basis, solely to be used in connection with the Member Network for your private, personal, non-commercial use, subject to all the terms and conditions of these Network Terms as they are applicable to the Member Network;
You will only use the App in connection with an Apple device that you own or control;
You acknowledge and agree that Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the App;
In the event of any failure of the App to conform to any applicable warranty, including those implied by law, you may notify Apple of such failure; upon notification, Apple’s sole warranty obligation to you will be to refund to you the purchase price, if any, of the App;
You acknowledge and agree that WeWork, and not Apple, is responsible for addressing any claims you or any third party may have in relation to the App;
You acknowledge and agree that, in the event of any third party claim that the App or your possession and use of the App infringes that third party’s intellectual property rights, WeWork, and not Apple, will be responsible for the investigation, defense, settlement and discharge of any such infringement claim;
You represent and warrant that you are not located in a country subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country, and that you are not listed on any U.S. Government list of prohibited or restricted parties;
Both you and WeWork acknowledge and agree that, in your use of the App, you will comply with any applicable third party terms of agreement which may affect or be affected by such use; and
Both you and WeWork acknowledge and agree that Apple and Apple’s subsidiaries are third party beneficiaries of these terms, and that upon your acceptance of these terms, Apple will have the right (and will be deemed to have accepted the right) to enforce these terms against you as the third party beneficiary hereof.
29. Member Network Accounts for WeWork services; termination. A Member Network Account is required to access and use most WeWork services, so you may not be able to terminate your Member Network Account while you intend to continue receiving such services, such as, reserving conference rooms, registering guests, etc. In the event that you do want to terminate your Member Network Account, you acknowledge and agree that you are giving up your ability to access and use any WeWork services requiring a Member Network Account. You can terminate your Member Network Account by contacting a WeWork Account Manager, or, if the option is available to you, deactivating your Member Network Account through the Member Network.
30. Termination of an Account linked to a Company. If your Account was created by a Company, (a) an authorized representative of such Company may at any time terminate your Account by contacting us and (b) we may terminate your Account, in our discretion, even if the Company’s Company Account remains active, and even if you continue to be employed or engaged by such Company. Account termination or cancellation by a Company will be effective immediately upon our receipt of notice of such termination or cancellation.
31. Termination by us. If you fail, or if we suspect that you have failed, to comply with any of the provisions of these Network Terms or any other WeWork policies, rules or guidelines, or at any other time when we in our discretion see ﬁt to do so, we may, at our sole discretion, restrict your access to your Account and the Member Network and/or terminate your Account or your membership with immediate effect and possibly without prior notice to you. If your WeWork membership or your Company’s WeWork membership expires or is terminated, and you do not enter into a different WeWork membership, either directly or through another Company, we may terminate your Member Network Account, as well as all other accounts associated with you or your business, if any.
32. Effect of termination. Please note that unless we decide to remove your previously contributed User Content, your User Content and the information from the profile associated with your Account, including the profile itself, may remain publicly available and attributable to you, even after the termination of your Account.
Copyright dispute policy
33. Takedown procedure. It is our policy to remove or disable access to any content on the Member Network that infringes any copyright after we have been notified by the copyright owner (or their legal agent) in accordance with the Digital Millennium Copyright Act (http://lcweb.loc.gov/copyright/legislation/dmca.pdf). If you believe any content on the Member Network infringes your copyright, you may request removal of those materials from the Member Network by providing the following information to the Designated Agent to Receive Notification of Claimed Infringement (listed at the end of this section):
- A physical or electronic signature of a person authorized to act on behalf of the owner of the copyright that has been allegedly infringed;
- Identification of works or materials being infringed;
- Identification of the material that is claimed to be infringing, including information regarding the location of the infringing materials that the copyright owner seeks to have removed, with sufficient detail so that we are capable of finding and verifying its existence;
- Contact information about the notifier including address, telephone number and, if available, e-mail address;
- A statement that the notifier has a good faith belief that the material is not authorized by the copyright owner, its agent, or the law; and
- A statement made under penalty of perjury that the information provided is accurate and the notifying party is authorized to make the complaint on behalf of the copyright owner.
Please contact the Designated Agent to Receive Notification of Claimed Infringement for WeWork at:
email@example.com with the subject line “Member Network Terms of Service”
Attn: WeWork Legal
WeWork Companies Inc.
115 West 18th Street, 4th Floor
New York, NY 10011
Disclaimer of warranties; Limitations of liability
34. Limits. For the avoidance of doubt, nothing in these Network 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.
35. Waiver and release of claims. The Member Network is provided “AS IS”. To the extent permitted by law, WeWork and our affiliates, parents, and successors and each of our and their employees, assignees, officers, agents and directors (collectively, the “WeWork Parties”) (a) disclaim all warranties and terms, express or implied, with respect to the Member Network, including warranties, terms or representations as to the availability, operation, performance and/or use of the Member Network, or any other services, Content or materials on or accessed via the Member Network, including any warranties or terms of merchantability, fitness for a particular purpose, title, non-infringement and any implied warranties, terms or indemnification arising from course of dealing, course of performance or usage in trade and (b) will not be liable for any indirect, special, incidental, exemplary, punitive or consequential damages, business interruption or loss of profits, or damages for lost time, goodwill or data, even if advised of the possibility of such damages and regardless of the form of action, whether in contract, tort, strict liability or otherwise. To the extent permitted by law, you, on your own behalf and on behalf of your employees, agents, guests and invitees, (i) waive any and all claims, liabilities, costs, damages, expenses and rights, including reasonable attorneys’ fees (“Claims”) against the WeWork Parties resulting from injury or damage to, or destruction, theft, or loss of, any property, person or pet and (ii) release the WeWork Parties from any such Claims. You shall and hereby do waive California Civil Code Section 1542 or any other similar law of any jurisdiction, which says 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.”
36. We are not liable for actions of other individuals. We do not control and are not responsible for the actions of other individuals you encounter through the Member Network. You should be aware that other users or WeWork Members may not be who they claim to be. We do not perform background checks on our users or WeWork Members nor do we guarantee that our users’ or any WeWork Members’ profiles or Account information are accurate. We do not endorse, support or verify the facts, opinions or recommendations of our users or any WeWork Members. If a dispute arises between users, we shall have no responsibility or obligation to participate, mediate or indemnify any party.
37. We do not have liability for third party products or services. The Member Network may provide you with access to products, services or advertisements provided by Third Party Service Providers or our other business partners. We are not responsible for the content of these advertisements or any links, products, services or other materials relating to any products, services, advertisements or other materials provided by Third Party Service Providers. In no event will we be liable, directly or indirectly, to anyone for any damage or loss relating to any use of or reliance on any advertisement on the Member Network or any products, services or other materials relating to any advertisement. You agree that our making available access to or discounts for any Third Party Services does not constitute provision of such Third Party Services by us, and you will look solely to the applicable Third Party Service Provider for provision of the applicable Third Party Service and for compensation for any claims, damages, liabilities or losses you may incur in connection with such Third Party Service.
38. Exclusions. Some jurisdictions do not allow the exclusion of certain warranties or the exclusion or limitation of liability for consequential or incidental damages, so the exclusions and limitations above may not apply to you. In such event, such exclusions and limitations shall apply to the maximum extent allowed under applicable law.
39. You agree to hold us harmless. To the extent permitted by law, you will indemnify and hold harmless the WeWork Parties from and against any and all Claims resulting from any breach of these Network Terms by you or your employees or guests, or your or their agents or invitees or any of your or their actions or omissions, and WeWork will have sole control over the defense of any such Claims. You shall not make any settlement that requires a material act or admission by any of the WeWork Parties, imposes any obligation upon any of the WeWork Parties or does not contain a full and unconditional release of the WeWork Parties, without our written consent. None of the WeWork Parties shall be liable for any settlement made without its prior written consent.
40. You agree to cooperate with us. From time to time, we may investigate any actual, alleged or potential violations of these Network Terms. You agree to cooperate fully in any of these inquiries. You waive any and all rights against the WeWork Parties, and agree to hold them harmless in connection with any claims relating to any action taken by us as part of our investigation.
Governing Law; Arbitration and Class Action Waiver
41. What governing law applies to these Terms? These Network Terms and any matters directly and exclusively related to the Member Network shall be governed by and construed under the applicable laws described below. Any matters otherwise related to your membership, shall be governed by the governing law set forth in the membership agreement or terms of service entered into by you or the company with which you are affiliated.
If you are based in the U.S., 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.
If you are based outside of the U.S., the law of England and Wales, without regard to conflicts of laws provisions thereof.
42. Where will disputes be settled? 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 Terms, or at law, or the breach, termination or invalidity of these Terms, that cannot be settled amicably by agreement of the parties to these Terms shall be finally settled:
If you are based in the U.S., 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.
If you are based outside of the U.S., in accordance with the International Chamber of Commerce commercial arbitration rules then in force, by one or more arbitrators appointed in accordance with said rules. The place of arbitration shall be London, England. Any claim which is not subject to arbitration pursuant to this paragraph shall be adjudicated exclusively in the English courts.
43. 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 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 Terms shall be interpreted and construed in the English language, which is the language of the official text of these Terms.
44. 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 and we 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 us including any right to class arbitration or any consolidation of individual arbitrations.
45. Entire Agreement. These Network Terms as well as the Community Guidelines and any feature-specific or other guidelines, terms or rules that may be posted or provided to you by WeWork and related to the Member Network constitute the entire agreement between us regarding the Member Network and supersedes and merges any prior proposals, understandings and contemporaneous communications.
46. What if some of these terms of service are not enforceable? If any provision of these Terms is held to be invalid, illegal or unenforceable in any respect, that provision shall be limited or eliminated to the minimum extent necessary so that these Terms shall otherwise remain in full force and effect and enforceable. Our failure to enforce any part of these Terms shall not constitute a waiver of our right to later enforce that or any other part of these Terms. In order for any waiver of compliance with these Terms to be binding, we must provide you with written notice of such waiver. The failure of either party to enforce its rights under these Terms at any time for any period will not be construed as a waiver of such rights, and the exercise of one right or remedy will not be deemed a waiver of any other right or remedy.
47. Relationship of the parties. You and we are independent contractors, and no agency, partnership, or joint venture relationship is intended or created by these Network Terms.
48. OFAC. You hereby represent and warrant that (i) you are not, nor will be, at any time while you are a member, an entity or individual listed on the Specially Designated Nationals and Blocked Persons List published by the U.S. Department of Treasury, as updated from time to time and (ii) you will not, at any time while you are a member, engage in any activity under this Agreement, including the use of Services provided by WeWork in connection with this Agreement, that violates applicable U.S. economic sanctions laws or causes WeWork to be in violation of such U.S. economic sanctions laws.
49. Anti-Corruption/Anti-Money Laundering. You hereby represent and warrant that you (a) are familiar with and understand the provisions of all applicable anti-corruption and anti-money laundering laws, including the U.S. Foreign Corrupt Practices Act (the “FCPA”), the U.K. Bribery Act of 2010 (“UKBA”), and any other similar laws (collectively, “Anti-Bribery Laws”), to the extent applicable, and (b) are in compliance with the terms of such Anti-Bribery Laws as well as any provisions of related local law and any WeWork policy and procedures related to Anti-Bribery Laws, to the extent applicable. You agree to not violate or knowingly let anyone, including but not limited to your officers, directors, employees, agents or subsidiaries, violate the Anti-Bribery Laws in connection with any business you conduct or provide related to the Member Network or WeWork’s services. Upon WeWork’s request, you agree to provide written certifications of your Anti-Bribery Laws compliance and assist WeWork with an investigation into any potential violation of such laws.
50. Interpretation. The section and paragraph headings in these Network Terms are for convenience only and shall not affect their interpretation. Any use of “including” “for example” or “such as” in these Terms shall be read as being followed by “without limitation” where appropriate.
51. No third party beneficiaries. You agree that, except as otherwise expressly provided in these Terms there shall be no third party beneficiaries.
52. Survival. Even after your access to the Member Network is terminated, or your use of the Member Network discontinues, certain of these Terms will remain in effect. All terms that by their nature may survive termination of these Terms shall be deemed to survive such termination. Sections 1, 8, 10, 12, 14-20, 22, 27, 28, 32, 33, 35-53 shall also survive any termination or expiration of these Terms.
53. Publicity. You grant us permission to use your name, trademark and/or logo to identify you as a Member of WeWork, alongside those of other Members, on a public-facing “Membership” display on our www.wework.com website. You acknowledge that we may, from time to time, use your name, trademark and/or logo incidentally and/or in passing in connection with promotion of our and our partners’ businesses, products and services during and after the Term. To the extent (i) any such use is objectionable to you, (ii) you notify us of your objections in writing and (iii) provided that we work promptly and in good faith to remove or minimize to the extent reasonably possible under the circumstances the effect of the objected-to conduct, you hereby waive any claims or damages against us relating to such use.
54. Country Specific Rules. With respect to the section entitled “Eligibility,” the “Eligible Age” shall be 18 years old for any China members.
How can you notify us? If you have any questions, complaints, or claims with respect to the Member Network, you may contact us at Attn: WeWork Member Network, c/o WeWork Companies Inc., 115 West 18th Street, 4th Floor, New York, NY 10011 or firstname.lastname@example.org.