Terms of Use

Definitions

“Agreement Deposit” means the sum of the Reservation Fee and the Onboarding Fee.

“Additional Authorized User” means Company representatives that require access to the Grove workstation(s) that exceed the number of Grove licenses purchased by the Member. Additional Authorized User Licenses are applicable to Grove memberships only.

“Authorized User” means each person you authorize on your User List as being allowed to receive the Services (defined below).

“Days” means calendar days unless otherwise specified.

“Fellow Member” means any entity or individual which is a fellow member of the Nooks membership but is not the Member.

“Membership Agreement” means the membership agreement consisting of the TOU and the Community and Facility Rules.

“Premises” means any Nooks office space at which the Services are provided, including that listed on the Membership Form.

“Reservation Fee” is equal to the value of three months of Monthly Membership Fees.

“TOU” means these Terms of Use.

“We,” “Our,” “Us,” or “Nooks” means Nooks LLC, or its assignee.

“You,” “Your,” or “Member” means the other party listed on this Membership Agreement.

1. Acceptance of Terms. Nooks agrees to provide you the Services (defined below) subject to the terms of this Membership Agreement. Nooks reserves the right to modify and/or update the Community and Facility Rules from time to time. If Nooks changes the Community and Facility Rules, we will notify you of the modification.

1. Description of Services. Nooks will provide you with access to secure and/or unclassified facilities, networks and/or office spaces, work stations, internet service (wired and/or wireless), office equipment, conference space, and other services as Nooks may offer from time to time under the terms of this Membership Agreement (collectively, “Services”). The Services included in this Membership Agreement and any unique assumptions are listed in Exhibit B.The Services and the Membership Agreement are personal to you and may not be assigned to, transferred to or shared with any other party. You acknowledge that Services dependent on government accreditation cannot be made available before such accreditation.

1. Representations and Warranties. You hereby represent and warrant that you have all requisite legal power and authority to enter into the Membership Agreement and that 

your Member Signatory has the authority to bind you to this Membership Agreement.

1. Use of Services.

(a) You will (and will cause your Authorized Users to) comply with all relevant laws and regulations in your use of the Services at all times. Without limiting the foregoing, you agree that when on the Premises or using the Services, you (including your Authorized Users) will not defame, abuse, harass, stalk, threaten, or otherwise violate the legal rights (such as rights of privacy and publicity) of others; use any material or information in any manner that infringes any copyright, trademark, patent, trade secret, or other proprietary right of any party; create a false identity for the purpose of misleading others; obstruct any access to the Premises; create any circumstances of disrepair or damage any Nooks property or the Premises; bring any pets or animals onto the Nooks Premises (unless their entry is required by law); disrupt, cause a nuisance to or interfere with any Fellow Members or Fellow Members’ access to the Services; or otherwise violate this Membership Agreement, including the Community and Facility Rules.

(b) Relocation. Nooks reserves the right to relocate you to a different office(s)/desk(s) at any time in the event of a natural disaster, facility defects, or any other occurrences necessitating the relocation. If you are moved for any of the above circumstances, Nooks shall make all commercially reasonable efforts to meet contractual requirements at the relocation premises, subject to government accreditation and regulation.

(c) Authorized Users. You may designate a certain number of individuals (which number is designated on this Membership Agreement) to use, access, and/or receive the Services under this Membership Agreement. All Authorized Users must be designated in writing to Nooks prior to being entitled to the Services. Nooks will verify the designated individuals’ authority to access classified information using information obtained from U.S. government (“USG”) databases. If Nooks is unable to verify any designated individual’s authority, the individual shall not become an Authorized User and shall not be granted access to classified areas or classified information. It remains the responsibility of the Member to determine need-to-know for its Authorized Users. You may replace an Authorized User by causing the Member Contact to send an email to Nooks, whose email must include the name(s) and email address(es) of the departing and new Authorized User(s), proof of any required security clearance(s), and the effective date of the change. The changes will not take effect until Nooks confirms in writing that it has accepted and applied them. An Authorized User will no longer be allowed access to the Services upon the earlier of: (1) the termination or expiration of this Membership Agreement; (2) your removal or replacement of such Authorized User; (3) such individual as an Authorized User has violated this Membership Agreement (including the Community and Facility Rules); or (4) the access has been revoked, suspended, terminated, or deemed unnecessary by the USG. By sending Nooks a request to add an individual as an Authorized User, you are representing and warranting that you have obtained all necessary consents and permissions to provide to Nooks the contact or other information about such individual and that the individual agrees to the TOU and the Community and Facility Rules contained herein. Member expressly agrees they are liable for the actions of all of their Authorized Users. You also agree to indemnify us for any loss we may suffer due to any breach of these representations and warranties by Member or its Authorized Users. 

Limitation on Additional Authorized Users: The total number of permitted Authorized Users, inclusive of Additional Authorized Users is strictly limited to three (3) times the number of Workstations assigned under this Agreement. All Additional Authorized Users must be: (i) a direct W-2 employee of the Member organization; or (ii) a 1099 independent contractor or subcontractor providing services exclusively in support of the Member’s specific classified program(s) hosted at the Premises.

Nooks reserves the right to request evidence of an individual’s employment or subcontractor status (e.g., redacted contract, W-2/1099 verification, or corporate attestation) at any time. Nooks may, in its sole discretion, prohibit or suspend access for any proposed or existing Additional Authorized User until such time as the Member provides verification satisfactory to Nooks. Member is strictly prohibited from utilizing Additional Authorized User licenses to provide facility access to third-party entities, partners, or subcontractors for the purpose of supporting such third party’s independent business operations or separate government contracts. Nooks reserves the right to deny the addition of any Authorized User if Nooks determines such access is being used to circumvent the requirement for a separate Membership Agreement by a third-party entity.

(d) Guests. You may request guests for the purposes of convening classified meetings. All requests must be made in writing via email to the designated Nooks point of contact or regional reservations alias/inbox identified in the Member’s onboarding documentation (the “Nooks POC”) at a minimum of 48 hours in advance of the meeting. If necessary, visit requests will be submitted via classified networks or USG systems within a reasonable time to be processed before a meeting. Guests will never be granted access to classified areas prior to access verification. 

(e) Contract Security Specifications. You and your authorized user(s) must comply with all security guidelines and instructions provided by the Nooks Facility Security Officer (FSO) or their Nooks designee while working at a Nooks facility. Security guidelines, instructions, and directions are derived from, but not limited to the following: the associated contract DD Form 254 (Contract Security Classification Specification), applicable DoD Manuals and Directives, ICD 705, 32 CFR Part 117 (NISPOM), Security Classification Guide(s) (SCG), Nooks Standard Operating Procedures (SOPs), and applicable nondisclosure agreements (NDAs).

(f) Access Badge. To the extent permitted by law, your Authorized Users and guests shall be required to provide valid government-issued photo identification prior to being issued access badges. Access badges will be issued by Nooks to provide access to authorized areas of use at Nooks facilities. Access badges are managed and controlled by Nooks personnel. Acceptable forms of government-issued photo identification include: driver’s license, passport, or Common Access Card (CAC). Member-company issued identification badges are not sufficient to validate the Member’s identity.

(g) Personal Property. We are not responsible for any property you, your Authorized Users, or guests leave behind in any of our Premises. It is your responsibility to ensure that personal items are secure. We will be entitled to dispose of any property remaining in our Premises. You waive any claims or demands regarding such property or our handling of such property. Any personal property, attended or otherwise, on Nooks Premises is subject to search at any time by Nooks personnel.

(h) Other Members. We do not control and are not responsible for the actions of Members and their guests on any Premises or our Information Technology (IT) network. We do not endorse, support, or verify the facts, opinions, or recommendations of our Members. If a dispute arises between Members, we have no responsibility or obligation to participate, mediate, or indemnify any party, except to the extent that such dispute results from Nooks’ gross negligence or willful misconduct.

(i) Third Party Services. The Services do not include, and Nooks is not liable for, the provision of products or services by third parties that you or other Members may elect to purchase or use in connection with this Membership (“Third Party Services”), even if they appear on a Nooks invoice. Third Party Services are provided solely by the applicable third-party service provider (“Third Party Service Provider”) and pursuant to separate arrangements between you and the applicable Third Party Service Providers. Additionally, you and your Members may have access to certain platforms, apps, or portals as part of the membership. To the extent such platforms, apps, or portals have their own terms of use, such terms shall govern the use of the applicable system. For those without terms of use, such platforms, apps, or portals shall be provided to you and your Members “as-is” and without any representations or warranties. Furthermore, you shall indemnify Nooks in accordance with Section 17 in the event of a claim by any such Third Party Service Providers.

(j) Operating Hours. 

1. Standard Operating Hours. The Facility’s standard "Core Hours" are defined as 08:00 to 17:00 (8:00 AM – 5:00 PM), Monday through Friday, excluding recognized federal holidays.
2. Extended Hours Access & Premium Fees. Any operations, services, or facility usage occurring outside of the Core Hours (i.e., “Extended Hours”) will be subject to an Hourly Premium Fee identified in the License/Fee Schedule located at Exhibit A.
3. Advanced Notice Requirements. Any usage falling outside the window of Core Hours requires a minimum of forty-eight (48) hours advanced written notice to the local Nooks POC identified at your on-boarding.

• Extended Hour Requests. Nooks may, in its sole discretion, attempt to accommodate requests for Extended Hours usage; however, such requests are not guaranteed and may be denied for any reason or no reason. Submission of a request, including for access outside of normal operating hours, does not create any obligation for Nooks to provide access or support. 

1. Payment Terms. If applicable, the payment terms of the award instrument issued by the United States Government Member shall prevail. For all other Members, the following payment terms shall apply.

(a) Upon submitting a signed and completed Membership Agreement and Agreement Deposit, Nooks will begin invoicing accordingly. 

(b) You agree to pay the monthly fee, recurring on the same calendar day as the Commencement Date (“Anchor Date”), via an Automated Clearing House (ACH) debit transaction or other preauthorized electronic fund transfer. You are responsible for paying any fees of your financial institution associated with the preauthorized payment.

(c) Late Payments. If any payment due under this Agreement is not received by the due date specified herein, then you shall incur an interest charge on the overdue amount. The interest shall be calculated at a rate of 2.0% per month, commencing from the due date until the date of full payment. Should you fail to make any payment within 15 days of the due date, Nooks reserves the right to take necessary actions as specified in this Agreement, which may include, but are not limited to, the suspension of the Services or termination of this Agreement, and the Reservation Fee shall be forfeited. Nooks’s waiver of its termination right for any late payment shall not be deemed a waiver of such right as to any future late payment. Nooks reserves the right to withhold the Services, including barring your entry to the Premises while there are any outstanding fees and/or interest. You agree to waive any and all rights of setoff as to the Member Fee. You further agree to be responsible for any costs incurred by Nooks in collecting overdue payments, including but not limited to legal fees and collection agency fees, in addition to the interest accrued on late payments. 

(d) Taxes. You agree to pay promptly: (i) all sales, use, excise, value added, and any other taxes which you are required to pay to any governmental authority (and, at our request, will provide to us evidence of such payment) and (ii) all sales, use, excise, value added and any other taxes attributable to your Nooks Membership and to any other services provided to you by us, as shown on your invoice. Where Value Added Tax (VAT) is charged in connection with your Membership, you acknowledge that the Services are subject to VAT and declare that you shall use the Services for VAT liable business activities.

(e) Security Investigations. In the event of a security violation investigation, you agree to continue payment regardless of access cessation. 

(f) Upon your breach of this Membership Agreement, in addition to any other rights which Nooks may have, all fees for the duration of the Agreement shall be due to Nooks. 

1. Responsibility for Expenses and Authorization.

(a) Except as otherwise provided herein, each party is responsible for its own expenses related to the execution of and achieving the intent of this Agreement, including, but not limited to, capital expenditures and IT equipment.

(b) Authorization of Additional Services. Member agrees that Nooks may rely on requests for additional services, amenities, or space made by Member’s employees, agents, subcontractors, or representatives (each, an “Authorized User”) through the Member portal, in writing, or verbally on-site, as being duly authorized by Member.

1. Reasonable Reliance. Nooks shall be entitled to rely on such requests in good faith and without further inquiry.
2. Financial Responsibility. Member is responsible for all fees, overages, and charges incurred by its Authorized Users in connection with such requests.
3. Limited Dispute Rights. Member may not dispute such charges on the basis of internal authorization issues, except in cases of manifest error, fraud, or unauthorized access to Member’s account not caused by Member.

1. Nature of this Agreement. This Membership Agreement is intended by the parties to be analogous to an agreement for accommodation in a hotel. The whole of the Premises remains our property and in our possession and control. We are giving you the right to share with us the use of the Premises so that we can provide the Services to you. Notwithstanding anything in this Membership Agreement to the contrary, you and we agree that our relationship is not that of landlord-tenant or lessor-lessee, and this Membership Agreement in no way shall be construed as to grant you or any Fellow Member any title, easement, lien, possession, or related rights in our business, the Premises, or anything contained in or on the Premises. This Membership Agreement creates no tenancy interest, leasehold estate, or other real property interest. The parties hereto shall each be independent contractors in the performance of their obligations under this Membership Agreement, and this Membership Agreement shall not be deemed to create a fiduciary or agency relationship, or partnership or joint venture, for any purpose. Neither party will in any way misrepresent our relationship. 

 

1. Nooks Required Disclosures. Nooks reserves the right at all times to disclose information about your participation in and use of the Services as necessary to satisfy applicable law or regulation.

1. Confidentiality.

(a) You acknowledge and agree that during your participation in and use of the Services, you may be exposed to nonpublic, sensitive, or proprietary information, including any information that you know or have reason to know should be treated as sensitive or proprietary to Nooks, and that Nooks may be exposed to or have access to your sensitive or proprietary information.

(b) You will (and will cause your Authorized Users to): (1) maintain all sensitive Information in strict confidence; (2) not disclose sensitive Information to any third parties; and (3) not use sensitive information in any way directly or indirectly detrimental to Nooks or any user of the Services.

(c) All sensitive Information remains the sole and exclusive property of the respective disclosing party. You acknowledge and agree that nothing in the Membership Agreement or your participation in or use of the Services will be construed as granting any rights to you, by license or otherwise, in or to any sensitive information or any patent, copyright, or other intellectual property or proprietary rights of Nooks or any user of the Services. Notwithstanding the foregoing, you hereby waive any and all claims against Nooks for any exposure or use of your sensitive information.

(d) You agree that this Membership Agreement and any documentation or correspondence related thereto (including in the context of any dispute) is sensitive information.

1. Our Reserved Rights. Authorized Nooks personnel may enter the Premises or suspend or discontinue any portion of the Services in the case of routine maintenance or emergency. Nooks may modify or reduce the furnishings in the Premises at any time. 

1. Waiver and Disclaimer of Warranties. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NOOKS PROVIDES THE SERVICES “AS IS” AND “AS AVAILABLE” AND HEREBY DISCLAIMS ALL WARRANTIES AND CONDITIONS, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND/OR LACK OF NEGLIGENCE. THE ENTIRE RISK ARISING OUT OF PARTICIPATION IN OR THE USE OF THE SERVICES AND THE PREMISES REMAINS WITH YOU AND YOU HEREBY WAIVE ALL RIGHTS OF RECOVERY FOR ANY LOSS RELATED TO YOUR ACCESS TO, PARTICIPATION IN, OR USE OF THE SERVICES. 

1. Exclusion of Incidental, Consequential, and Certain Other Damages. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL NOOKS OR ITS AFFILIATES, DIVISIONS, AND THEIR PAST, PRESENT, AND FUTURE OFFICERS, DIRECTORS, SHAREHOLDERS, MANAGERS, MEMBERS, EMPLOYEES, AGENTS, REPRESENTATIVES, SUCCESSORS, AND ASSIGNS, JOINTLY AND INDIVIDUALLY, BE LIABLE FOR ANY DIRECT, SPECIAL, INCIDENTAL, INDIRECT, PUNITIVE, CONSEQUENTIAL, OR OTHER DAMAGES WHATSOEVER ARISING OUT OF OR IN ANY WAY RELATED TO THE PARTICIPATION IN OR INABILITY TO PARTICIPATE IN OR USE THE SERVICES OR THE PREMISES, THE PROVISION OF OR FAILURE TO PROVIDE SERVICES, OR OTHERWISE UNDER OR IN CONNECTION WITH ANY PROVISION OF THIS MEMBERSHIP AGREEMENT, EVEN IN THE EVENT OF THE FAULT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, BREACH OF CONTRACT OR BREACH OF WARRANTY, EVEN IF NOOKS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

1. Limitation of Liability and Remedies. THE ENTIRETY OF YOUR RIGHTS UNDER THIS MEMBERSHIP AGREEMENT ARE ENFORCEABLE ONLY AGAINST NOOKS, AND YOU HEREBY WAIVE, TO THE MAXIMUM EXTENT PERMITTED BY LAW, ALL RIGHTS OF RECOVERY THAT YOU MAY HAVE AGAINST ANY NOOKS AFFILIATE. NOTWITHSTANDING ANY DAMAGES THAT YOU MIGHT INCUR FOR ANY REASON WHATSOEVER (INCLUDING, WITHOUT LIMITATION, ALL DAMAGES REFERENCED ABOVE AND ALL DIRECT OR GENERAL DAMAGES), THE ENTIRE LIABILITY OF NOOKS OR NOOKS AFFILIATES UNDER ANY PROVISION OF THIS MEMBERSHIP AGREEMENT AND YOUR EXCLUSIVE REMEDY FOR ALL OF THE FOREGOING SHALL BE LIMITED TO ACTUAL DAMAGES INCURRED BY YOU UP TO A MAXIMUM OF THE TOTAL FEES PAID IN THE TWELVE (12) MONTHS PRIOR TO THE DATE ON WHICH THE CLAIM ARISES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, YOU MAY NOT COMMENCE ANY ACTION OR PROCEEDING AGAINST ANY NOOKS AFFILIATE UNLESS THE ACTION OR PROCEEDING IS COMMENCED WITHIN ONE (1) YEAR OF THE CAUSE OF ACTION’S ACCRUAL.

 

1. Renewal. This Agreement shall automatically renew on a month-to-month basis under the same terms and conditions unless either party provides written notice of its intent to terminate or modify the Agreement at least three (3) months prior to the expiration of the then-current Term. Upon such renewal, the Reservation Fee shall not be applied as a credit but shall instead roll over to the renewal period to be held by Nooks. As noted in the Contract Term Details, the Reservation Fee will only be applied as a credit toward the Monthly Membership Fees for the final three (3) months of the Member's total active Subscription. During any month-to-month renewal period, Nooks reserves the right to adjust the Monthly Membership Fee upon thirty (30) days' written notice to Member.

1. Termination.

(a) Termination by Nooks for Cause. Nooks may terminate this Membership Agreement effective immediately upon written notice to Member:

1. Material Breach: If Member commits a Material Breach of this Agreement (including a breach of the Community Rules) and fails to cure such breach within five (5) business days of written notice;
2. Payment Default: In accordance with Section 5(c), if any Membership Fees or other outstanding balances remain unpaid for more than 15 days after the Anchor Date;
3. Loss of Rights: Upon the termination, expiration, or material loss of Nooks’ legal right to occupy the Premises;
4. Security Clearance: Upon the suspension, revocation, or material loss of Member’s facility security clearance required under applicable federal rules and regulations;
5. Accreditation: Upon the loss of government accreditation (e.g., SCIF status) of the applicable Nooks facility, provided that Nooks cannot provide a reasonably comparable secure alternative.

(b) Property Retrieval & Forfeiture. Upon termination or expiration of this Agreement:

1. Removal: Member shall immediately remove all sensitive, proprietary, and personal property from the Premises within seventy-two (72) hours.
2. Secure Retrieval Window: Notwithstanding the foregoing, if Nooks terminates for cause, Authorized Users will be granted a one-time, supervised seventy-two (72) hour window to retrieve items from a location designated by the Nooks POC.
3. Abandoned Property: Any property remaining on the Premises after the retrieval window is deemed abandoned. Nooks may, at its sole discretion, destroy such property (consistent with secure document destruction protocols) or store it at Member’s sole expense. Member remains liable for all costs associated with storage, moving, or destruction.

(c) Member Termination for Convenience: & Early Termination Fee: 

1. Pre-Commencement Cancellation: If Member terminates this Agreement after the Signature Date but prior to the Commencement Date, Member shall forfeit the Reservation Fee in its entirety. Member shall have no further liability for monthly Membership Fees for the remainder of the Term. 

1. Post-Commencement Cancellation: If Member terminates for convenience after the Commencement Date but before the end of the Commitment Term, Member shall be liable for an "Early Termination Fee" equal to: (i) Three (3) months of the then-current monthly Membership Fee; plus (ii) Any unamortized costs associated with pre-approved or authorized changes to the Member Suite, workstations, or secure infrastructure performed specifically for the Member’s benefit. 

(d) Survival: The obligation to pay the Early Termination Fee and any outstanding storage or destruction costs shall survive the termination of this Agreement.

1. Non-Disparagement. You shall, during and after the participation in and use of the Services, refrain from making any statements or comments of a defamatory or disparaging nature to any third party regarding Nooks or any of Nooks’ managers, members, officers, advisors, employees, personnel, agents, policies, services or products, other than to comply with a court order or applicable law.

1. Release and Indemnity. You release and hereby agree to indemnify, defend, and save harmless Nooks and Nooks Affiliates, jointly and individually, from and against all claims (including third-party claims), liabilities, losses, damages, costs, expenses (including, without limitation, reasonable attorneys’ and consultants’ fees), judgments, fines, and penalties based upon or arising out of your breach or alleged breach of this Membership Agreement, negligent actions, errors, omissions, willful misconduct, and/or fraud by you, your Authorized Users, or your guests in the use of the Services. You further agree that in the event that you bring a claim or lawsuit in violation of this Membership Agreement, you shall be liable for any attorneys’ fees and costs incurred by Nooks and Nooks Affiliates in connection with the defense of such claim or lawsuit. You are responsible for the actions of, and all damages caused by, all persons you, your Authorized Users, or your guests invited to enter any of the Premises. You shall not make any settlement requiring a materially adverse act or admission by us or imposing any obligation upon any of the Nooks Affiliates unless you have obtained our written consent. None of the Nooks Affiliates shall be liable for any obligations arising from a settlement made without prior written consent.

1. Equipment License. In connection with the Services, Nooks may provide you access to teleconferencing and other equipment, including, but not limited to computers, video cameras, camera mounts, monitors, microphones, and speakers. You agree that you will (and will cause your Authorized Users to) use and operate the equipment only carefully and properly, within the allotted room in the Premises, in compliance with all laws, ordinances, and regulations relating to the possession, use, or maintenance of the equipment, including registration, accreditation, and/or licensing requirements, if any. You assume all risks of loss or damage to the equipment during your use of such equipment from any cause and agree to return it to Nooks in the condition received. At Nooks’ option: (a) you shall pay for all damage to the equipment within five (5) days of notice from Nooks; (b) Nooks will automatically charge the costs of any damage to your credit card on file; or (c) Nooks shall have the option of requiring you to repair the equipment to a state of good working order or replace the equipment with like equipment in good repair, which equipment shall become the property of Nooks. At no time are you or your Authorized Users permitted to bring equipment into or out of the classified areas without approval from, and under the direct supervision of, Nooks security personnel. The provisions of this Section are in addition to and do not replace any additional indemnification obligations of Member hereunder. 

1. Insurance. At all times during the Term and for any other periods of time Member is being provided the Services, Member is responsible for maintaining, at your own expense (i) contents insurance, (ii) commercial general liability insurance, and (iii) any other appropriate insurance policies, in the form and the amount appropriate to cover Member and Member’s business and personal property, property loss and/or damage to Member, injury to the Member and third parties, and prevention of or denial of use of or access to, all parts of the Premises, or the equivalent insurance type(s) in the applicable jurisdiction. In addition, Member is responsible for maintaining, at your own expense and at all times during the Term, workers’ compensation insurance providing statutory benefits in accordance with law and liability in an amount appropriate to your business. Member will ensure that Nooks and the Landlord shall each be named as additional insureds on its commercial general liability policy and that all insurance policies shall include a clause stating that the insurer waives all right of recovery, under subrogation or otherwise, Member may have against Nooks and the Landlord. Member shall provide proof of insurance upon request. Nooks shall be responsible for maintaining, at our own expense and at all times during the Term, personal property insurance and commercial general liability insurance, including contractual liability, written on an occurrence basis, in an amount appropriate to the Nooks business.

1. Network Policy. You are responsible for protecting your own computers, devices and data, information, business, and goodwill from damage or interference, including but not limited to viruses or malware. If Nooks suspects that its IT network has been compromised, Nooks will 

investigate and may institute legal action, immediately deactivate Services to any account 

without prior notice to you, and cooperate with law enforcement authorities in bringing legal 

proceedings against violators, and you agree to reasonably cooperate with Nooks in 

all such actions. For any of your Authorized Users or guests using the Nooks wireless internet and/or the Nooks IT network, such persons’ computers, tablets, mobile devices, and other electronic equipment must be: (a) kept up-to-date with the latest software updates provided by the software vendor; and (b) kept clean of any malware, viruses, spyware, worms, Trojans, or anything that is designed to perform malicious, hostile and/or intrusive operations. We reserve the right to remove any device from our IT network that poses a threat to our networks or users until the threat is remediated. You agree to indemnify Nooks for any damages to the Nooks infrastructure or business caused by you or your guests. 

1. Privacy Policy. We may collect, process, and/or use personal data about you in 

a variety of ways, including personal data that may be provided by you upon execution of this Membership Agreement or during your membership. We may collect, process, use, store, and 

transfer personal data in accordance with applicable laws and security policies and procedures for various purposes including facilitating the Services, performing accounting and administrative tasks, internal review and audit, compliance with obligations under applicable laws and regulations, to enforce or manage legal claims, and otherwise in accordance with this Membership Agreement. For the purposes stated above, we may transfer the personal data collected by us and make it available to our security, administrative, and IT personnel. 

1. Intellectual Property.

(a) You may not take, copy, or use for any purpose: (i) the name “Nooks” or any of our other business names, trademarks, service marks, logos, designs, copyrights, patents, trade secrets, trade dress, marketing material, other identifiers or other intellectual property ("Intellectual Property"); (ii) any derivations, modifications, or similar versions of the same; or (iii) any photographs or illustrations of any portion of a Premises, for any purpose, including competitive purposes, without our prior written consent, provided that you will be able to use “Nooks” in plain text to identify an address or office location. You acknowledge that Nooks owns all rights, title, and interest in and to its Intellectual Property. You may not file for ownership rights of any of our Intellectual Property with any governmental authority or use our Intellectual Property in any advertising, including domain names, social media handles, or any form of media invented in the future without our prior written consent. You may not, directly or indirectly, interfere with or object to, in any manner, our ownership rights or the use of our Intellectual Property or engage in any conduct that is likely to cause confusion between Nooks, yourself, or a third party without our prior written consent.

(b) Intellectual Property of Others. You may not take, copy, or use any information or intellectual property belonging to other Members or guests, including without limitation any confidential or proprietary information, personal names, likenesses, voices, business names, trademarks, service marks, logos, trade dress, other identifiers or other intellectual property, or modified or altered versions of the same, without their express permission.

1. Mediation and Arbitration of Disputes. If a dispute arises between us that we cannot resolve between ourselves, this section’s alternative dispute resolution process will apply. You and we shall maintain confidential the entry into, contents of, or the result of any alternative dispute resolution unless required otherwise by law.

(a) Mandatory Mediation. You and we agree that any and all disputes, claims, or controversies arising out of or relating to the Membership Agreement shall be submitted to JAMS, or its successor, for mediation. If the matter is not resolved through mediation, then it shall be submitted to JAMS, or its successor, for final and binding arbitration under paragraph (b) below. If, for any dispute, claim, or controversy to which this Section 20(a) applies, any party: (i) commences an action without first attempting to resolve the matter through mediation before the commencement of an action, refuses to mediate after a request has been made, then that party shall not be entitled to recover attorneys’ fees, even if they would otherwise be available to that party in any such action. We will cooperate with JAMS in selecting a mediator from the JAMS panel of neutrals and in scheduling the mediation proceedings. You and we agree to participate in the mediation in good faith and to share equally in its costs. 

(b) Arbitration. If any dispute, claim, or controversy arising out of or relating to this Membership Agreement or the breach, termination, enforcement, interpretation, or validity hereof, including the determination of the scope or applicability of this Membership Agreement to arbitrate, cannot be resolved in accordance with paragraph (a) above, it shall be determined by arbitration in the same city where the real property and Membership Agreement exists, before one arbitrator who is: (i) a retired judge from the Superior Court of the State where the real property and office location exists, and named County where the real property and Membership Agreement office location exists; or (ii) an attorney with at least ten (10) years of active practice in relevant areas of law. The arbitration shall be administered by JAMS under its Comprehensive Arbitration Rules and Procedures and in accordance with the Expedited Procedures in those Rules. Judgment on the arbitration award (“Award”) may be entered in any court having jurisdiction. Nothing in this Section 20(b) shall preclude Nooks from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction. 

(c) No Class Actions. You may only resolve disputes with us on an individual basis and may not bring a claim as a plaintiff or a class member in a class, consolidated, or representative action. You agree that you will not bring, participate in, or instigate any class arbitration, class action, private attorney general action, or consolidation with other arbitrations in connection with any matter arising out of or touching on this Membership Agreement, your membership in Nooks, or your use of the Premises.

1. Force Majeure. 

(a) A “Force Majeure Event” means any event or circumstance beyond the reasonable control of the affected party that prevents or materially delays the performance of its obligations under this Membership Agreement, including: (i) acts of God; (ii) floods, fires, earthquakes, explosions, or other natural disasters; (iii) war, invasions, hostilities (whether war is declared or not), terrorist threats or acts, riots, or other civil unrest; (iv) actions, delays, or failures to act by any governmental authority, including proclamations, orders, laws, regulations, directives, approvals, inspections, or accreditation processes, including delays associated with the approval, authorization, certification, or operation of classified information systems, secure networks, SCIFs, or other controlled government infrastructure; (v) embargoes or blockades in effect on or after the date of this Membership Agreement; (vi) epidemics, pandemics, or other national or regional emergencies; (vii) strikes, labor stoppages or slowdowns, or other industrial disturbances; (viii) shortages of supplies, adequate power, or transportation facilities; and (ix) other events beyond the reasonable control of the parties. For the avoidance of doubt, delays caused by government security review, accreditation, inspection, or authorization processes for classified facilities, networks, or systems shall constitute a Force Majeure Event even where such approvals are required for the performance of this Agreement. Delays caused by government security review, inspection, accreditation, or authorization processes shall be deemed continuing Force Majeure Events until the relevant approval is granted or denied by the applicable government authority.

(b) Neither party shall be liable or responsible to the other party, nor be deemed to have defaulted under or breached this Membership Agreement, for any failure or delay in fulfilling or performing any obligation under this Membership Agreement (except for any obligation to make payments due and owing hereunder), when and to the extent such failure or delay is caused by a Force Majeure Event. Performance shall be excused for the duration of the Force Majeure Event and any reasonable ramp-up period required to resume operations, and the time for performance shall be extended for a period equal to the duration of the delay.

(c) The affected party shall provide written notice to the other party within a reasonable period, not to exceed ten (10) business days, after becoming aware that a Force Majeure Event is likely to cause a material delay in performance. Such notice shall describe the general nature of the Force Majeure Event and the anticipated impact on performance; provided that the affected party shall not be required to disclose information restricted by classification, security controls, or government direction. If the duration of the Force Majeure Event cannot reasonably be predicted, the affected party shall provide periodic status updates no more frequently than every thirty (30) days until the delay is resolved. The Noticing Party shall use commercially reasonable efforts to mitigate the effects of the Force Majeure Event and to resume performance as soon as reasonably practicable after the cause of the delay has been removed.

1. Miscellaneous. If applicable, the miscellaneous terms of the award instrument issued by the United States Government Member shall prevail. For all other Members, the following miscellaneous terms shall apply.

(a) Entire Agreement. The Membership Agreement constitutes the entire agreement between the parties pertaining to the subject matter contained herein and therein and supersedes all prior and contemporaneous agreements, representations, and understandings of the parties pertaining to such subject matter.

(b) Severability. In the event that any provision or portion of the Membership Agreement is determined to be invalid, illegal, or unenforceable for any reason, in whole or in part, the remaining provisions of the Membership Agreement shall be unaffected thereby and shall remain in full force and effect to the fullest extent permitted by applicable law.

(c) Waivers. No waiver of any provision of this Membership Agreement shall be binding on Nooks unless executed in writing by an authorized representative of Nooks.

(d) Notice. All notices, requests, demands, or other communications for which the Membership Agreement provides shall be in writing and shall be addressed at the following addresses: (1) if to Nooks: Nooks LLC, 2121 Crystal Drive, Suite 302, Arlington, Virginia 22202; (2) if to you: at the address you provided in this Membership Agreement. All notices under the Membership 

Agreement shall be effective: (a) forty-eight (48) hours after deposit in the U.S. Mail, postage 

prepaid, registered, or certified mail, return receipt requested; (b) upon delivery, if delivered in 

person to the address set forth above; or (c) upon delivery, if sent by commercial express 

service, such as Federal Express, except that notices of change of address shall be effective 

upon receipt.

(e) Nonsolicit. During the Commitment Term and for twelve (12) months thereafter, neither Party shall directly or indirectly: (i) solicit for employment, hire, or otherwise engage (whether as an employee, a consultant, or a contractor) any employee or full-time contractor of the other Party or any of its affiliates, who is, or was within the preceding six (6) months, employed by the other Party or such affiliate, provided that general advertisements not directed at the other Party or its employees or contractors shall not be a solicitation under this Agreement.

(f) Survival. All provisions of this Membership Agreement reasonably expected to survive the termination or expiration of this Agreement will do so.

(g) Governing Law. The rights and obligations hereunder shall be governed by, and the Membership Agreement shall be construed and enforced in accordance with, the laws of the State where the real property and Membership Agreement exists. The venue for the resolution of any dispute arising out of the Membership Agreement shall be the same city and state where the office location and real property for the Membership Agreement exists.

(i) Compliance with Laws. You hereby represent and warrant that at all times you and your Authorized Users have conducted and will conduct your operations ethically and in accordance with all applicable laws.

(j) Section Headings. The section titles herein are for convenience only and do not define, limit, or construe the contents of such sections. 

(k) Attachment and Exhibits. All attachments and exhibits to this Membership Agreement are hereby made a part hereof as if fully set out herein.

 

(l) Binding Effect. This Membership Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns and shall not be modified except by an express written agreement signed by a duly authorized representative of both parties.        

(m) Unclassified Mail. Member is strictly prohibited from using the Premises or any Nooks office address as its official mailing address or registered office. Nooks does not provide unclassified mail handling services and shall not accept mail, packages, or deliveries of any kind on Member’s behalf. Nooks assumes no responsibility or liability for any mail delivered to the Premises in violation of this section, and any such mail may be refused or returned to the sender without notice to Member.     

(n)  Parking. Unless otherwise expressly stated in the Membership Details, parking is not included in the Services. Member acknowledges that parking is the sole responsibility of the Member and its Authorized Users and is outside the scope of this Membership Agreement. Nooks does not own, operate, or control the parking facilities at the Building and shall have no liability for any personal injury, or any loss or damage to vehicles or their contents, resulting from the use of such parking facilities.