Grant County Cybermill, an Oregon nonprofit corporation, (the “Cybermill”), operates a private professional collaborative co-working office facility 119 Front St, Prairie City, Grant County, Oregon (collectively referred to as the “Premises”). The undersigned individual or business entity (the “Member”) desires to join the Cybermill’s membership community and hereby expressly agrees to comply with, and to be legally bound by, each of the following terms and conditions (referred to herein collectively as the “Membership Terms”)

1. Membership Terms and Conditions. The Member acknowledges that the Membership Terms are subject to change from time to time, in the reasonable discretion of Cybermill. Cybermill will notify all current members of such changes by posting notice of such changes at the announcement board and/or via email as well as on Cybermill’s website and in the member portal (discussed below). The current version of the Membership Terms will be posted on Cybermill’s website an in the member portal, and made available upon request. The Member acknowledges and agrees that the Member’s continued use of the Premises and Cybermill’s facilities, resources and services (collectively, “Services”), will constitute the Member’s understanding and acceptance of all new Membership Terms, and no further action on the part of Cybermill or the Member will be necessary.
2. Co-Working Best Practices. To help ensure the success of all members within the Cybermill member community, the Member hereby agrees to employ the following best practices. In the event of any perceived discrepancy between this Section 2 and any other provision of the Membership Terms, the more stringent provision will control.
   1. Be Friendly. To be friendly, and to develop relationships with other members. Other members can be a great resource for developing and analyzing ideas.
   2. Be considerate and respectful of others. To treat others the way the Member wants to be treated. When finished with a particular item, to put it back in its original location, ready for use by the next person. For example, the Member will push chairs back in, clean off work spaces, and put coffee mugs in the sink. To always keep in mind that the Premises is a shared working environment.
   3. Headphones. When desiring to work without interruption, to put on headphones. This is the universal “do not disturb” sign. To respect others that are wearing their headphones. A nice set of headphones is a “must” for success in any co-working environment, including Cybermill.
   4. Phone Calls. To talk on the phone at normal volume and with the understanding that open spaces within the Premises are not private and may be noisy from time to time. For private calls or calls that may involve louder than normal volume, to use the conference room (when available), or to take a walk or sit in the Member’s car.
   5. Cleanliness. To always promptly place refuse in the appropriate container. To always clean up after using any portion of the Premises. Note that the refrigerator is emptied every Friday.
   6. Coffee. If the coffee is out, feel free to contribute. Others will appreciate this!
   7. Dogs. Subject to Cybermill’s dog policy set forth in Section 10 below, dogs are permitted in the Premises in certain cases, but must be kept in the owner’s area and under the owner’s control at all times. To take sole responsibly for the Member’s dog, including the obligation to promptly clean any mess made or contributed-to by the dog.
   8. Suggestions. To inform Cybermill of any suggestions on how to make the Premises and the membership experience better. Cybermill is interested in both large and small suggestions (from what drinks should be stocked in the refrigerator to what enhancements should be made to the conference room).
   9. Notify Staff. To promptly notify Cybermill staff about anyone who appears to be in the Premises without authorization, and any situation that appears to be in violation of the Membership Terms and/or that may result in injury or damage to any person or property.
3. Terms and Conditions Relating to Cybermill’s Facilities and Services. The Member hereby acknowledges, and agrees to adhere to, each of the following terms and conditions.
   1. Member Portal. Cybermill will provide a member portal on its website with the events, conference room calendar, and other member-only information. Members are responsible for completing the member profile for the member portal and will be assigned a unique user code.
   2. Cybermill Furnishings. Each member is free to use Cybermill furnishings located within the Premises. All furnishings are the sole property of Cybermill and may never be removed from the Premises. Each member will be solely responsible for the repair or replacement, as determined by Cybermill in its sole discretion, of any Cybermill furnishings that are damaged by such member or such member’s dog or guest, whether directly or indirectly. Cybermill does not make any representations or warranties about the condition of any furnishings or their fitness for any particular purpose or usage.
   3. Member Furnishing and Belongings. No Member may leave any personal property unattended in the Premises. The undersigned Member hereby (a) releases Cybermill from any and all liability whatsoever relating to the Member’s personal property, (b) acknowledges and agrees that the Member’s decision to leave his or her personal property unattended within the Premises is at the Member’s sole risk, and (c) agrees to abide by the Membership Terms at all times.
   4. Premises Maintenance. Regular maintenance of the Premises will be provided by Cybermill. Garbage and recycling will be emptied one time per week. Any maintenance or repair resulting from any action or inaction of a member, or the member’s dog or guest, will be billed to such member up to the actual cost incurred by Cybermill plus five percent.
   5. Security. Cybermill provides all members with code access to the Premises. All exterior doors are to remain closed at all times until expressly open by members. The Premises is equipped with security cameras to enhance member safety. For security reasons, Cybermill may regularly record via video certain areas in the Premises.
   6. Network, Internet and IT Infrastructure. All members may access and use Cybermill business networking site, and will have unlimited access to and use of the shared Internet connection. The wired and wireless networks are shared infrastructure. Network abuse may result in immediate termination of membership, in Cybermill’s sole discretion. Cybermill does not make any warranties or guarantees about security and it is each member’s responsibility to secure their own personal computers and other device(s) with intrusion detection/prevention software, and to take other security measures.
   7. Printers/Copiers/Scanners. Each member will have unlimited printing, copying and scanning capabilities on Cybermill’s printers. Large printing/copying requests (more than 10 pages) must be paid for. Whenever possible, members are requested to use black and white printing/copying options. If a member abuses the printing/copying policy in Cybermill’s sole discretion, Cybermill reserves the right to assess a surcharge to the member’s account and/or assign the member a monthly printing allocation.
4. Terms and Conditions relating to Member Conduct. The undersigned Member agrees to adhere to the following terms and conditions. The Member acknowledges and agrees that Cybermill may immediately terminate the Member’s membership and pursue any and all remedies that Cybermill may have against the Member under the Membership Terms, at law, or in equity, if, in Cybermill’s sole discretion, the Member fails to adhere to any of the following. No Member may:
   1. Use any Services (defined above) for any purpose that is illegal or prohibited under the Membership Terms.
   2. Use the Services in any manner that, in Cybermill’s sole discretion, could damage, disable, overburden, or impair any Cybermill server, or the network(s) connected to any Cybermill server, or interfere with any other party’s use and enjoyment of any Services.
   3. Gain or attempt to gain unauthorized access to any Services, or accounts, computer systems or networks connected to any Cybermill server or to any of the Services, through hacking, password mining or any other means.
   4. Obtain or attempt to obtain any materials or information through any means not intentionally made available through the Services.
   5. Whether intentionally or otherwise, upload files that contain viruses, Trojan Horses, worms, time bombs, cancelbots, corrupted files, bit torrents, or any other similar software or programs that may damage the operation of another’s computer or property of another.
   6. Upload, or otherwise make available, files that contain images, photographs, software or other material protected by intellectual property laws, including, by way of example, and not as limitation, copyright or trademark laws (or by rights of privacy or publicity) unless the Member owns or controls the rights thereto or has received all necessary consents to do the same.
   7. Use any material or information, including images or photographs, which are made available through the Services in any manner that infringes any copyright, trademark, patent, trade secret, or other proprietary right of any party.
   8. Not download any file(s) that cannot be legally reproduced, displayed, performed, and/or distributed in such manner.
   9. Restrict or inhibit any other user from using and enjoying the Services.
   10. Violate any Membership Terms or guidelines which may be applicable for any particular Service.
   11. Harvest or otherwise collect information about others, including email addresses, without the authorization or consent of the disclosing party and Cybermill.
   12. Violate any applicable laws or regulations.
   13. Create a false identity for the purpose of misleading others.
   14. Allow any guest to enter the Premises without being a member.
   15. Use the Services in connection with contests, pyramid schemes, chain letters, junk email, spamming, or any duplicative or unsolicited messages (commercial or otherwise).
   16. Defame, abuse, harass, stalk, threaten or otherwise violate the legal rights (such as rights of privacy and publicity) of others.
   17. Publish, post, upload, distribute or disseminate any inappropriate, profane, defamatory, obscene, indecent or unlawful topic, name, material or information on or through Cybermill servers.
   18. Perform any activity that is reasonably likely to be disruptive or dangerous to other individuals or their property.
   19. Use the Services to conduct any activity that is regarded as offensive in Cybermill’s sole discretion.
   20. Attach or affix any items to the walls, install antennas, or telecommunication lines or devices in the Premises or bring additional furniture into the Premises, in each case without the prior written consent of Cybermill.
   21. Misrepresent himself or herself to the Cybermill community, either in person or online.
   22. Take or copy information belonging to others.
   23. Use the name “Grant County Cybermill” or pictures or illustrations of the Premises in any advertising, publicity or other purpose, without the prior written consent of Cybermill.
   24. Except in accordance with the Dog Policy set forth in Section 10 below, bring any animal into the building or the Premises.
5. Memberships; Payment Terms.
   1. Membership Payment and Authorization. The Member hereby authorizes Cybermill to accept payment of all amounts relating to the Member’s membership solely by credit card. If the Member pays via credit card, it is the responsibility of the Member to inform Cybermill staff promptly of any changes to such credit card and to ensure credit card information is updated prior to its expiration date.
   2. Past Due Accounts. Cybermill may withhold Services (including, but not limited to, building and network access) or immediately terminate the Member’s membership, if any outstanding fees remain unpaid beyond the 1st day of any month. When Cybermill receives funds from for a member with a past due balance, Cybermill will first apply funds to any balances which are in arrears and to the earliest month due. Once past balances are satisfied, any remaining portion of funds received will be applied to current fees due.
   3. Notice of changes. Cybermill will provide notice to members via email (using the email address provided by the member) of any changes to services, fees, or other updates. It is the Member’s responsibility to read such emails and keep the Member’s email address updated with Cybermill.
6. Membership Term and Termination.
   1. Term. These Membership Terms will be effective and binding upon Cybermill and the Member upon the Member’s execution hereof. The Member will be entitled to the Services once membership form is completed.
   2. Termination After the Start Date by Cybermill. Cybermill may immediately terminate the Member’s membership: (a) upon breach or perceived breach of any of the Member’s obligations under the Membership Terms; (b) upon termination of Cybermill’s rights to the Premises; or (c) at any other time, upon ten (10) days’ prior notice, when Cybermill, in its reasonable discretion, sees fit to do so. The Member will remain liable for past due amounts and Cybermill may exercise the right to collect payments that are due at the time of termination.
   3. Removal of Property upon Termination. Prior to the termination of the Member’s membership, the Member shall remove all personal property from the Premises. After providing the Member with reasonable notice, Cybermill will be entitled to dispose of any property remaining in or on the Premises after the termination of the Member’s membership without any obligation to store such property, and the Member hereby waives any claims or demands regarding such property or Cybermill’s handling of such property. The Member will be responsible to pay any fees reasonably incurred by Cybermill regarding such removal.
7. Member Disputes. The Member acknowledges and agrees that Cybermill does not control and is not responsible for the actions of any members. If a dispute arises between members, Cybermill shall have no liability or obligation to participate, mediate or indemnify any party. Cybermill reserves the right to terminate any member’s membership immediately, without refund, relating to any dispute involving such member. Harassment of any kind will not be tolerated and may result in immediate termination.
8. Technology Release. In order to utilize all of the Services, it may be necessary to install or run software on a member’s computer or other device. In addition, from time to time, at a member’s request, Cybermill or an affiliate of Cybermill may troubleshoot problems that a member may have accessing certain Services (such as printing, wi-fi or storage). Regarding the foregoing, the Member agrees that Cybermill, and its staff and affiliates, shall have no liability for any damage to any member’s computer or other device relating in any way to such technical support or downloading and installation of any software. Cybermill shall have no liability whatsoever in the event that any technical support or the downloading or installation of any software voids any manufacturer warranties, and Cybermill does not offer any verbal or written warranty, either expressed or implied, regarding the success of any such technical support.
9. Insurance. The Member is responsible to maintain, at the Member’s own expense, personal property insurance and commercial or general liability insurance covering property loss and damage, injury to other individuals present in the Premises, and prevention of or denial of use of or access to, all or part of the Premises in form and amount appropriate to the Member’s business. The Member shall name Cybermill as an additional insured on any such policies of insurance. Additionally, said insurance policies shall include a provision providing that such policies will not change or terminate without at least 10 days’ prior written notice to Cybermill. The Member shall provide proof of insurance upon Cybermill’s request.
10. Dog Policy; Insurance Requirements; Liability Release. Cybermill is a dog friendly facility and members are allowed to bring dogs into the building and the Premises, subject to and in accordance with this Section 10. The Member acknowledges and agrees that the Member may come into contact or close proximity with dogs belonging to others. To ensure a harmonious and safe work environment for all members, the Member agrees to adhere to the following:
    1. All dogs must be (a) supervised at all times, (b) clean and not smell, and (c) housebroken.
    2. All dogs must be socialized and well-behaved towards people and other dogs.
    3. Each member is responsible for assuring the member’s dog is clean and dry before entering the building or the Premises, and that the dog does not disturb others, or negatively impact productivity and concentration within the Premises as determined by Cybermill in its sole discretion. This includes barking, pawing, whining or other demands for attention.
    4. Dogs must be current on their vaccinations and be flea and tick free.
    5. Each dog should be provided a safe and comfortable place near their owner’s workspace.
    6. Each member is responsible for cleaning up after any mess created by their dog.
    7. Toys that produce loud sounds or squeaks are prohibited.
    8. Destructive behavior will not be tolerated. If a dog causes any damage to person or property, its owner will be asked to leave the Premises and will be liable for any and all costs associated with repairs plus a five percent service charge, as determined by Cybermill in its sole discretion.
    9. In the event of an accident or any damage caused by a dog, such dog’s owner shall promptly remedy such damage (to the extent possible) at his or her sole expense, after notifying Cybermill staff of such incident. If a permanent stain or persistent smell results, then the member will be responsible for the actual cost of professional cleaning to remove the stain or replace the damaged item, plus a five percent service charge, as determined by Cybermill in its sole discretion.
    10. The Member hereby releases Cybermill, and Cybermill’s directors, officers, employees, agents, landlords and lenders(collectively, the “Released Parties”) from any and all liability relating to any injury or damage to the Member’s person or property arising from, or relating in any way to, any dogs present within the Premises.
    11. The Member hereby agrees to defend, indemnify, and hold each of the Released Parties forever harmless for, from and against any and all claims, damages, liability, costs, and expenses (including attorney fees) arising from or relating in any way to the Member’s dog or the presence of the Member’s dog within the Premises. If any such claim, action, or proceeding is brought against any Released Party, the Member will, at the Member’s expense, upon written notice from the Released Party, defend such action or proceeding by counsel approved by the Released Party.
    12. Cybermill reserves the right deny entrance to any dog at its sole discretion and for any or no reason.
11. Legal Disclosures.
    1. Information Security. Cybermill will use reasonable efforts to protect all confidential information in its possession regarding members. Cybermill may disclose information about members as necessary to satisfy any applicable law, regulation, legal process or government request. Cybermill will not harvest or otherwise collect information about any member or other party, including email addresses, without the authorization or consent of the disclosing party.
    2. Our Reserved Rights. Cybermill may modify or reduce the list of Services at any time with prior notice. The Services may be provided by Cybermill, an affiliate or a third party. Cybermill staff will use reasonable efforts to notify members prior to planned maintenance.
    3. Class Action Waiver. Any proceeding to resolve or litigate any dispute in any forum will be conducted solely on an individual basis. Neither the Member nor Cybermill 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.
    4. Waiver of Claims. To the extent permitted by law, the Member, on the Member’s behalf and on behalf of the Member’s employees, agents, guests and invitees, hereby waives any and all claims and rights against all Released Parties (defined above) arising from or relating in any way to injury or damage to, or destruction, theft, or loss of property or person, even if caused or contributed to by the negligence of a Released Party.
    5. Indemnification. The Member hereby agrees to defend, indemnify and hold forever harmless each Released Party (defined above) for, from and against any and all claims, liabilities, and expenses including reasonable attorneys’ fees, arising from or relating in any way to any breach of the Membership Terms, or the negligence or willful misconduct of the Member or the Member’s guests or dog(s). If any such claim, action, or proceeding is brought against any Released Party, the Member will, at the Member’s expense, upon written notice from the Released Party, defend such action or proceeding by counsel approved by the Released Party. The Member is responsible for the actions of, and all damages caused or contributed to by, all persons and dogs that the Member invites or permits to enter the Premises. The Member acknowledges and agrees that the Member may be liable for repair and replacement fees of the actual cost of the damage plus five percent.
    6. Limitation of Liability. The aggregate monetary liability of all Released Parties (defined above) to the Member for any reason and under any legal theory, will not exceed the total membership fees actually paid by the Member to Cybermill. No Released Party will be liable under any cause of action, for any indirect, special, incidental, consequential, or punitive damages, including loss of profits or business interruption. The Member may not commence any action, or proceeding against a Released Party, whether in contract, tort, or otherwise, unless the action, suit, or proceeding is commenced within one (1) year of the event upon which the action, suit or proceeding is based.
    7. Authorization. The Member hereby represents and warrants that the Member has all requisite legal power and authority to enter into and abide by the terms and conditions of the Membership Terms and no further authorization or approval is necessary. The Member further represents and warrants that the Member’s participation or use of the Services will not conflict with or result in any breach of any license, contract, agreement or other instrument or obligation of which the Member is a party.
12. Miscellaneous.
    1. Binding Effect. The Membership Terms are binding on and inure to the benefit of the parties and their respective heirs, personal representatives, successors, and assigns. Neither the Membership Terms nor any of the rights, interests, or obligations under the Membership Terms may be assigned by the Member without the prior written consent of Cybermill.
    2. No Third-Party Beneficiaries. Nothing in the Membership Terms, express or implied, is intended or may be construed to confer on any person, other than the Released Parties and the Member, any right, remedy, or claim under or with respect to the Membership Terms.
    3. Amendments. The Membership Terms may be amended by Cybermill from time to time. The Member acknowledges and agrees that the Member's continued use of the Premises and the Services, will constitute the Member's understanding and acceptance of all amendments, and no further action on the part of Cybermill or the Member will be necessary.
    4. Construction. The captions used in the Membership Terms are provided for convenience only and will not affect the meaning or interpretation of any provision of the Membership Terms. All references herein to “Section” or “Sections” without additional identification refer to the Section or Sections of the Membership Terms. All words used in the Membership Terms will be construed to be of such gender or number as the circumstances require. Whenever the words “include” or “including” are used in the Membership Terms, they will be deemed to be followed by the words “without limitation.”
    5. Further Assurances. The Member agrees to execute and deliver such other documents and to do and perform such other acts and things as Cybermill may reasonably request to carry out the intent and accomplish the purposes of the Membership Terms.
    6. Time of Essence. Time is of the essence with respect to all dates and time periods set forth or referred to in the Membership Terms.
    7. Waiver. Any provision or condition of the Membership Terms may be waived at any time, in writing, by the party entitled to the benefit of such provision or condition. Waiver of any breach of any provision will not be a waiver of any succeeding breach of the provision or a waiver of the provision itself or any other provision.
    8. Governing Law. The Membership Terms will be governed by and construed in accordance with the laws of the state of Oregon, without regard to conflict-of-laws principles.
    9. Attorney Fees. If any arbitration, suit, or action is instituted to interpret or enforce the provisions of the Membership Terms, to rescind the Membership Terms, or otherwise with respect to the subject matter of the Membership Terms, the party prevailing on an issue will be entitled to recover with respect to such issue, in addition to costs, reasonable attorney fees incurred in the preparation, prosecution, or defense of such arbitration, suit, or action as determined by the arbitrator or trial court, and, if any appeal is taken from such decision, reasonable attorney fees as determined on appeal.
    10. Arbitration. Any dispute or claim that arises out of or that relates to the Membership Terms, or to the interpretation or breach thereof, or to the existence, validity, or scope of the Membership Terms or the Member’s membership generally, shall be resolved by arbitration in John Day, Oregon in accordance with the then effective arbitration rules of (and by filing a claim with) Arbitration Service of Portland, Inc., and judgment upon the award rendered pursuant to such arbitration may be entered in any court having jurisdiction thereof. The parties agree to a single arbitrator.
    11. Injunctive and Other Equitable Relief. The Member agrees that the remedy at law for any breach or threatened breach by the Member may, by its nature, be inadequate, and that in addition to damages, Cybermill will be entitled to a restraining order, temporary and permanent injunctive relief, specific performance, and other appropriate equitable relief, without showing or proving that any monetary damage has been sustained.
    12. Severability. If any provision of the Membership Terms is deemed to be invalid or unenforceable in any respect for any reason, the validity and enforceability of such provision in any other respect and of the remaining provisions of the Membership Terms will not be impaired in any way.
    13. Entire Agreement. The Membership Terms, as may be amended by Cybermill from time to time, constitutes the entire agreement and understanding of the parties with respect to the subject matter of the Membership Terms and supersedes all prior understandings and agreements, whether written or oral, among the parties with respect to such subject matter.