Terms and conditions

General Terms and Conditions


We are a community-based organization dedicated to collaboration through the provision of vital resources, including first-class business services and coworking and event space.

In line with our mission, we are committed to providing a creative, productive coworking environment for people working in Houston, TX in an open or dedicated space located at 2425 West Loop South, Houston, TX 77027 (“Facility”). We’ve agreed that you will become a member of our coworking community on the basis set out in this Agreement.

1. Coworking Membership

1.1 Membership Type and Quantity As a coworking member, you will have access to the Facility, workspaces, and other resources as described in this Agreement. We offer five types of memberships – All-Access, Dedicated Desk, Private Office, and Virtual Mailbox or Office – with different booking levels of access and resources. You will receive the type and number of memberships specified in the Coworking Membership Plan attached as Exhibit A (“Plan”).

1.2 Term Your membership will begin and end on the dates specified in the Plan.

1.3 Membership Fee; Annual Services Contribution You will pay to us the membership fee and annual service contribution in the amounts, by the dates, and by the method specified in the Plan. We’ll send you an invoice before the due date for each payment.

1.4 Fee Increases We may increase the membership fee or annual service contribution amounts once a year in our discretion. We will inform you of any increase no later than 60 days prior to the effective date of the increase. You will pay the new amounts as of and after that date.

1.5 Payment Methods You will make payments by one of the following methods:

• Check: You may pay by check made out to “GALLOWORKS, LP” and mailed or hand delivered to our Facility Director or Administrative Assistant.

• Debit/Credit Cards: You may pay by debit or credit card; these payments may also be set up for automatic debiting. Please see our Facility Director to set up this option.

• Fiscal Sponsorship Program: If you are also a member of our Fiscal Sponsorship Program, you may pay by submitting a Request for Payment to deduct funds from your sponsorship account. Please see our Facility Director to set up this option.

1.6 Organization Members If you are an organization, one individual designated by your organization will be responsible for managing the relationship with us.

2. Member Resources

2.1 Mailing Address, Sorting and Delivery You may use GalloWorks’ address (2425 West Loop South, Houston, TX 77027) for business purposes. We will receive and hold your mail and packages, which you can pick up at your convenience. If you are a Virtual Mailbox or Office member, you may request that we forward your mail to you each week.

2.2 Facility Access You may use the Facility during the days and times specified in the Plan. If you are a Virtual Mailbox or Office member, you may use the Facility if you book one of our spaces, subject to availability. Please contact our Facility Director to make arrangements.

2.3 Access System; Ubiquiti Account You may enter the Facility using our access system Ubiquiti. We will provide one Ubiquiti access account per membership. You may request additional Ubiquiti accounts or short-term guest access by contacting our Facility Director; we will have sole discretion to determine whether to provide such additional access. You will provide an email address for each person requiring access and will inform our Facility Director immediately of a staff or personnel change so we can revoke access.

2.4 Facility Space Bookings We book meeting, event, and special purpose spaces in the Facility for GalloWorks members, local community organizations and others. We will provide you with an account on our internal calendar reservation system (Nexudus) to schedule bookings. We will send you an invoice mid-month for the previous month’s bookings, in conjunction with the invoice for the next month’s membership fee (for example, an invoice for April bookings and the June membership fee is issued in mid-May).

2.5 Meeting Credits Each month during the term of your membership, you will accrue the meeting credit amount specified in the Plan. You may apply these credits towards the payment for booking any meeting, event, or special purpose space in the Facility. You may not apply meeting credits towards any other amounts due under this Agreement, including membership fees, the annual services contribution, shelf booking fees, or print/copy charges. At the end of each month and the end of your membership term, unused meeting credits will expire, and you will not be entitled to any cash payment for the unused meeting credits.

3. Dedicated and Hot Desks

These terms apply to All-Access and Dedicated Desk members.

3.1 Workspace and Hours You will receive the type of workspace with furnishings, storage, and other features, and may use it for the number of hours, as specified in the Plan. Dedicated Desks are exclusive to that specific membership type; Hot Desks (Open) are available for use by any All-Access member.

3.2 Switching and Sharing Dedicated Desk members may not switch their desk to another workspace location, without first obtaining our written approval. If you are a Dedicated Desk member that is an organization, anyone on your staff may use the desk; we ask that no more than two individuals use the desk at a time. Hot Desks (Open) may be used only by a designated individual and may not be shared with anyone else, including others on your organization’s staff, if applicable. 3.3 Workspace Decorations We want to make your workspace a home away from home. General decorative items such as plants, photos, and artwork that fit on your desk are welcome. If you would like to include additional or other types of decorations, please contact our Facility Director in advance for approval. We will work with you to accommodate your decoration or design requests, subject to the following:

• Only GalloWorks staff may rearrange or move any furniture or fixtures, including artwork. • You may not use any nails, screws, staples, or any other penetrating items on walls, wood, floors, or any other part of the Facility. • No glitter or confetti is allowed in the Facility. • You will properly remove any tape or other form of adhesive.

3.4 Printing, Copying, and Scanning You may use our business-class printer to print, copy, and scan documents in the amounts specified in the Plan.

3.5 Community Events We may schedule events in Facility spaces, which is adjacent to the coworking desks. These events usually take place on weekends or weekday evenings after 6:00 pm. You may use your workspace so long as you do not disturb the event. If we schedule an event in Facility spaces during weekday business hours, we’ll make reasonable efforts to notify you in advance to minimize disruption. The schedule for Facility space bookings is also visible to you on the member room booking portal

4. Facility Use

4.1 Care and Maintenance We will maintain the Facility and the equipment made available to you in good condition and repair. You will use due care at the Facility and any workspace you use. You will keep your workspace clean and in good order, and use it in compliance with any policies or guidelines we give you. You will let us know promptly if you or others damage the Facility or any workspace, and you will cooperate with us to repair the damage if necessary.

4.2 No Animals No animals are permitted in the Facility for any reason, with the exception of service dogs.

4.3 No Bicycles Bicycles are only allowed in a specified location in the ground floor lobby. Building security may confiscate any bicycles found elsewhere in the Facility.

4.4 Compliance with Laws and GalloWorks Policies You will comply with all applicable laws including, without limitation, laws relating to fire safety and materials use, public health, mail or wire fraud, and any other GalloWorks policies or guidelines.

4.5 No Libel or Infringement If you hold a special purpose event in one of our spaces, you represent and warrant that any performances will not constitute libel or defamation and will not conflict with any agreements with, or infringe or violate any rights of, any third party, including any copyrights, rights of publicity, trademark, or other common law or statutory intellectual property rights.

4.6 Media Release We may film, tape, photograph, interview, and otherwise document the coworking or meeting, event, and special purpose spaces in the Facility. We’ll make reasonable efforts to notify you in advance if these materials will include you, your guests, or your workspace. All such materials and all copyrights in these materials will be our property and may be made available on our website, in our publications, or through any other media.

4.7 Health, Safety, and Environment You acknowledge that we may require you to take such actions as may be specified by us as a result of city, county or other government public health laws, orders, or guidelines, including, without limitation:

• Requiring you and your guests to wear masks • Checking temperatures upon entry • Limiting attendance at your meetings or events after invitations are extended • Take such other actions as we deem appropriate in view of public health and GalloWorks staff safety

As a result of these laws and guidelines, we may also:

• Implement distancing measures, including modifying workspace arrangements or installing barriers • Adjust the days, times, or number of hours you may access the Facility • Limit access to certain parts of the Facility

We may implement, at our discretion, requirements that go beyond binding public health directives from the government.

4.8 No Representations You acknowledge that we are not making any representations, warranties, promises, or guarantees of any kind about the quality, condition, or suitability of the Facility for your work. We will make the space available to you strictly in its present “as-is” and “with all faults” condition.

4.9 License Not Lease You acknowledge that your right to use the Facility is a revocable license only and does not constitute a grant of any ownership, leasehold, easement, or other property interest in any GalloWorks property.

5. Community

5.1 Community You understand that the Facility is a shared space. We aim to promote a creative, productive coworking environment for people to connect and thrive, and hope that coworking members enjoy a creative atmosphere and opportunities to share skills and increase productivity. To those ends, we expect you and everyone else working here to be responsible, respectful, and supportive community members.

5.2 Common Areas You have access to the common areas in the Facility, including bathrooms and communal kitchens. We ask you to use these common areas in a respectful manner, including helping to keep them clean and ready for use by others.

5.3 Noise You acknowledge that the Facility is located within a multi-tenant complex. You will maintain a reasonable volume and will reduce your volume at our instruction.

5.4 Conduct You will be responsible for your own conduct and your guests’ conduct. You will ensure that you and your guests refreain from the following activities:

• Use drugs, smoke, or vape in the Facility or within 25 feet of the building entrance; • Engage in violence of any kind in the Facility; • Bring firearms, other weapons, or illegal substances of any kind into the Facility; • Engage in conduct deemed disorderly at the sole discretion of GalloWorks staff; and • Use the Facility in a considerate manner at all times.

5.5 Harassment and Discrimination You will not harass, discriminate, retaliate, or be abusive toward any coworking member, GalloWorks staff, or other person at present in the Facility, including, without limitation, engaging in any verbal, physical, written, or visual harassment, discrimination, or retaliation on the basis of race, religious creed, color, national origin, disability, sex, gender identity, gender expression, age, sexual orientation, or other characteristic protected by the law.

5.6 Complaints We do not control and are not responsible for the actions of other coworking members. If you have complaints about the noise or conduct of other coworking members or others present in the Facility, you may report them to our Facility Director or other GalloWorks staff.

6. Damage, Indemnification, Waiver, and Liability

6.1 Personal Property Security We will not be responsible for the loss, theft, or damage of any equipment, supplies, or other property belonging to you or your guests. You assume the risk of all such losses.

6.2 Damage and Thefts You will be responsible for any and all damage to or thefts from the Facility caused by you or your guests. We will invoice you for the cost to repair damage or replace items. Unless otherwise specified in the invoice, you will pay the amount specified on the invoice within 10 days after the date of the invoice.

6.3 Insurance All-Access and Dedicated Desk members are responsible for obtaining and maintaining general public liability and personal property damage insurance. The insurance policy must:

• Provide coverage for bodily injury, property damage, personal injury, and other losses; • Have a single limit of liability of at least $500,000 and general aggregate liability of at least $250,000; and • Name GalloWorks and GalloWorks Parties as additional insureds

If applicable, you will provide us a certificate of insurance evidencing this coverage no later than 10 days after signing this Agreement.

6.4 Indemnification You will defend, indemnify and hold harmless GalloWorks and its directors, officers, employees, volunteers, and agents (collectively, “GalloWorks Parties”), from and against any and all claims, liabilities, losses, damages, expenses, and attorneys’ fees arising directly or indirectly from your use of the Facility or your performance of or failure to perform any of your obligations under this Agreement, including, without limitation, claims by visitors, GalloWorks staff, or other third parties arising from actions of or interactions with you or your guests, except to the extent the liability is solely caused by the relevant GalloWorks Party’s gross negligence or willful misconduct.

6.5 Limitation of Liability Under no circumstances, and under no legal theory, whether in tort, contract, or otherwise, will any GalloWorks Party be liable to you for any special, indirect, incidental, consequential, punitive, or exemplary damages arising out of or relating to this Agreement, even if the GalloWorks Party has been advised of the possibility of such damages.

6.6 Waiver of Liability To the extent permitted by law, you waive and release any and all claims against all GalloWorks Parties, under tort, contract, equity, or any other theory, for any liability, loss, damage, expenses, and attorney’s fees arising from your presence or activities at the Facility, regardless of the cause (including from the health threats of COVID-19 or other infectious diseases). You will not sue any GalloWorks Party on the basis of these waived and released claims.

6.7 Awareness and Assumption of Risks You understand that your use of the Facility has risks, including, for example, unavailability of resources, equipment failures, or exposure to infectious diseases. Risks may also arise from your own actions or the actions of others, including other coworking members or guests. With this awareness, you are knowingly participating as a coworking member, choosing in your own discretion to use the space and resources we make available to you, and you knowingly assume the risks of injury, illness, death, property damage or loss, financial obligation, loss of privacy, and all other consequences.

6.8 Force Majeure We will not be required to perform or be held liable for any failure to perform our obligations due to a Force Majeure Event. For purposes of this Agreement, “Force Majeure Event” means any act of God, fire, flood, earthquake, natural disaster, war, act of terrorism, civil disorder, unauthorized strike, governmental order, pandemic (including the health threats of COVID-19 or other infectious diseases), quarantine, recognized health threat, interruption of public utilities, curtailment of transportation systems, inability to access the Facility, or other cause beyond our reasonable control. We will notify and consult with you regarding the Force Majeure Event and how to minimize its impact, and in all cases will make commercially reasonable efforts to address the problem and carry out our obligations.

7. Termination

7.1 Termination for Non-Payment We may terminate this Agreement by giving written notice to you if you fail to pay membership fees or other amounts you may owe us under this Agreement on time. Such a termination will be effective upon delivery of a notice to that effect by us to you.

7.2 Termination for Conduct or Reputational Harm We may terminate this Agreement if we determine in our sole discretion that (a) you have engaged in violent, dangerous, or unsafe conduct in or near the Facility, (b) you have harassed other coworking members, guests, or GalloWorks staff or made them feel unsafe, (c) your conduct is inconsistent with maintenance of a safe and supportive community at the Facility, (d) you have breached this Agreement, or (e) based on information not known to us at the time this Agreement is signed, we determine that a continued association with you would materially adversely affect our reputation or fidelity to our mission. Such a termination will be effective upon delivery of a notice to that effect by us to you.

7.3 Consequences of Termination Upon termination of this Agreement, we will have no further obligations to you and we will owe you no refunds. Following the termination of this Agreement, (a) we will not forward or hold mail or other packages delivered to us, and (b) you will leave your workspace, if applicable, in a clean and orderly fashion and remove all of your and your guests’ property from the Facility. After providing you with reasonable notice, we will be entitled to dispose of any property remaining in the Facility after termination of this Agreement. Sections 6.1 - 6.2, 6.4 - 6.7, 7.3 and 8 will survive the completion or termination of this Agreement.

8. General

8.1 Entire Agreement This Agreement, including its exhibits, expresses the final, complete, and exclusive agreement between you and us, and supersedes any and all prior or contemporaneous written and oral agreements, negotiations, communications, or course of dealing between you and us relating to its subject matter.

8.2 Amendment This Agreement may be amended only as stated in and by a writing signed by both you and us which recites that it is an amendment to this Agreement.

8.3 Waiver Any waiver under this Agreement must be in writing and signed by the party granting the waiver. Waiver of any breach or provision of this Agreement will not be considered a waiver of any later breach or of the right to enforce any provision of this Agreement.

8.4 Severability If any provision in this Agreement is held invalid or unenforceable, the other provisions will remain enforceable, and the invalid or unenforceable provision will be considered modified so that it is valid and enforceable to the maximum extent permitted by law.

8.5 No Assignment This Agreement is personal to you and may not be assigned by you to a third party without our prior consent.

8.6 Third-Party Beneficiaries Except as specifically provided in Sections 6.4 – 6.6, this Agreement is for the exclusive benefit of you and us and not for the benefit of any third party, including, without limitation, any of your employees, vendors, contractors, volunteers, collaborators, or guests.

8.7 Governing Law; Arbitration This Agreement will be governed by Texas law. If there is a dispute arising from this Agreement, either you or we may submit the matter for binding arbitration. In such event, each of you and we will: (a) participate in the arbitration; (b) waive the right to have disputes adjudicated before any other tribunal or body; and (c) agree that no appeal may be taken from a decision reached in binding arbitration. Each party agrees to bear its own expenses and legal fees in connection with any such dispute.

8.8 Counterparts This Agreement may be executed in one or more counterparts, each of which will be deemed an original, and all of which will be taken together and deemed to be one instrument.