General Terms and Conditions

****### THE #1 RULE: TREAT PEOPLE HOW YOU WANT TO BE TREATED.

In consideration for the mutual benefits exchanged by A Wedding Loft, LLC, hereinafter (the “AWL”) and the undersigned, hereinafter (the “Member”, “They/Their” or, collectively the “Parties”), the Parties hereby agree, warrant, consent and covenant to the following terms, conditions and representations:

I. NO NEGATIVITY AWL at 11 South King Street, Unit B, Leesburg, VA 20175, hereinafter (the “Co-Working Space”) is a nurturing, encouraging physical location for small business owners, creatives, and wedding professionals to operate their growing businesses. If the Member cannot be respectful, kind, and supportive, the Member does not belong at AWL or in the AWL community. If AWL finds any reason to believe the Member is no longer a good fit, positive influence, or contribute to the AWL’s mission, the Member’s membership will be terminated immediately, and membership fees will be forfeited.

II. MEMBERSHIP If the user is subscribing to a monthly membership at AWL: The Community Membership - This is an allocated membership, terms and conditions discussed prior to enrollment. AWL reserves the right to terminate any service at any time, immediately and without notice. In addition, any “hourly” fees for services beyond what is included specifically in the agreement are subject to change with notice. Month to month membership costs may be increased after a sixty (60) calendar day notice is provided to the member.

III. BEHAVIOR AND RESTRICTIONS The Member agrees to conduct themselves according to the policies that AWL implements from time to time regarding personal behavior in the Co-Working Space. At AWL’s sole discretion, the Member’s membership at the Co-Working Space may be terminated for behavior that violates any such policies.

Community Members, and their guests, are not permitted to consume alcohol within AWL’s Co-Working Space with the exception of approved events. Anyone that is considered impaired during, or upon entry, will be asked to leave and will put their membership or affiliation at risk - don’t show up drunk and don’t get drunk at the Co-Working Space or the Member and guests will be asked to leave.

Smoking is only permitted outside in designated smoking zones or in accordance with town ordinances. All use and/or possession of illegal substances at AWL is strictly prohibited as is any Member and/or their guests who engage in any illegal, hazardous or dangerous conduct or activities. Failure of the Member and/or their guest to abide by this will put their membership or affiliation at risk.

Members are responsible for their guest’s or client’s actions in accordance with the AWL’s policy.

IV. CONDUCT The Member agrees not to use AWL’s Co-Working Space for any purpose that is unlawful, prohibited, or that could damage, disable or impair the Co-Working Space or of AWL’s other members, or prevents AWL’s other members from enjoying the Co-Working Space, or that would damage the reputation or business of AWL. The Member agrees not to use AWL in connection with: lottery contests, pyramid schemes, chain letters, junk email, spamming or similar behavior; defaming, abusing, harassing, threatening or otherwise violating the legal rights (such as privacy and publicity) of other AWL members; posting, creating, distributing or disseminating, inappropriate, profane, defamatory, obscene, indecent, or unlawful material or information; uploading, reproducing, using, performing or otherwise making available, images, software or other material or information which infringes another’s rights, or is protected by intellectual property laws where the Member doesn’t own or license such rights; uploading or using files that contain viruses, corrupted files, or any other similar software or programs that may damage the computers or property of AWL or other AWL members; defame, abuse, harass, stalk, threaten or otherwise violate the legal rights (such as rights of privacy and publicity) of others; and any activities that may create holes in the walls, damage the floor, appliances or the Co-Working Space in any way, including the use of craft glitter or slime of any kind. Under no circumstances will AWL be responsible for any loss, liability or damage, including but not limited to copyright or trademark infringement, personal injury or death or property damage, resulting from or arising out of the Member’s use of other members’ businesses or contracted services by the small businesses in AWL’s membership or affiliations, any content submitted to AWL’s website and marketing vehicles or other members; or any interactions between or among members or affiliates whether online or offline.

V. INDEMNIFICATION The Member releases, and hereby agrees to indemnify, defend and save harmless AWL and any subsidiaries (whether or not wholly-owned), affiliates, divisions, and their past, present and future officers, agents, shareholders, members, representatives, employees, successors and assigns, jointly and individually, from and against all claims, liabilities, losses, damages, costs, expenses, judgments, fines and penalties based upon or arising out of the Member’s negligent actions, errors and omissions, willful misconduct and fraud in connection with the participation in or use of any of AWL’s services or offerings to the Member. The Member further agrees in the event that the Member brings a claim or lawsuit in violation of this agreement, the Member shall be liable for any attorney fees and costs incurred by AWL or its respective officers and agents in connection with the defense of such claim or lawsuit.

VI. NON-DISPARAGEMENT The Member shall, during and after the participation in and use of AWL, refrain from making any statements or comments of a defamatory or disparaging nature to any third party regarding AWL, or any of AWL’s officers, directors, employees, personnel, agents, policies, services or products, or active and former Members, or Member businesses, other than to comply with law.

VII. DISCRIMINATION AWL strives to be an all-inclusive, non-discriminatory and safe place. AWL will not tolerate the Member acting in a disrespectful, discriminatory, aggressive, offensive, dangerous or other anti-social manner.

AWL does not and shall not discriminate on the basis of race, color, religion (creed), gender, gender expression, age, national origin (ancestry), disability, marital status, sexual orientation, or military status, in any AWL’s activities or operations. These activities include, but are not limited to, hiring and firing of staff, selection of volunteers and vendors, and provision of services. AWL is committed to providing an inclusive, and welcoming space and community for all members of our staff, volunteers, subcontractors, vendors, and clients.

As the Member of AWL, I certify that: • I will not discriminate against any person or group of people in either hiring/employment practices or in the administration of programs and services, including on the basis of sexual orientation or gender identity • Will use this space for programs open to all persons regardless of religion and will not be used for religious instruction • May use this space under its own policy and applicable laws and regulations • Will not allow use of the Co-Working Space to negatively impact AWL’s current or future ability to do business with other organizations

VIII. NO TENANTCY AWL provides co-working services on an “as is” basis as a service and not as a lease of real property, and disclaims all warranties and conditions, whether express, implied or statutory, including, but not limited to, merchantability, title, quiet enjoyment, possession, fitness for a particular purpose or use, to the extent permitted by law. The Member hereby understands, agrees and warrants that they are not a tenant and AWL is not a landlord and there is no tenancy relationship whatsoever as defined in any case law or legislation, rules, or regulations.

IX. NO RESIDENCY The Co-Working Space is a commercial facility. Using the location or the Member’s membership for the purpose of establishing a personal residence is not permitted. The Member hereby understand, agree and warrant that they are not a residential tenant at AWL.

X. PHOTO MEDIA RELEASE Acknowledgement by signature of this document hereby grants AWL the irrevocable right and permission to use photographs, audio recordings and/or video recordings of the Member on AWL website and other websites and in publications, promotional flyers, educational materials, derivative works, or for any other similar purpose without compensation to the Member.
The Member understands and agrees that such photographs and/or video recordings of the Member may be placed on the Internet; understands and agrees that the Member may be identified by name and/or title in printed, Internet or broadcast information that might accompany the photographs, audio recordings and/or video recordings of the Member. The Member waives the right to approve the final product. The Member agrees that all such portraits, pictures, photographs, video and audio recordings, and any reproductions thereof, and all plates, negatives, recording tape and digital files are and shall remain the property of AWL.
The Member hereby releases, acquits and forever discharges AWL and its current and former employees, agents, officers and employees of the above-named entities from any and all claims, demands, rights, promises, damages and liabilities arising out of or in connection with the use or distribution of said photographs and/or video recordings, including but not limited to any claims for invasion of privacy, appropriation of likeness or defamation.

The Member hereby warrants that they are eighteen (18) years old or more and competent to contract in their own name or, if the Member is less than eighteen years old, that their parent or guardian will sign the release form below. This release is binding on signee and their heirs, assigns and personal representatives. XI. STYLED PHOTOGRAPHY SHOOTS By receipt of this letter, the Member consents that your participation and or involvement in any and all organized photography shoots coordinated under AWL’s membership, do hereby release and grant permission to AWL to use any photographs obtained during the shots for the purpose of advertising and promoting AWL. Also, the Member is granting permission to reproduce any and all photographs by any printing service ofAWL’s choice for prints, enlargements and any type of product to advertise and promote AWL. This includes internet or commercial printing services. In addition, this release allows the use of all photographs to be used on AWL’s website and any social media site of their choice for advertisements and promotions. AWL has the right to include or forgo any credit of participants where photographs are included if felt the aesthetic of which including the credit in text form, is not cohesive with the marketing platform.

XII. NON-DISCLOSURE | NON-COMPETE In the Member’s presence at AWL’s Co-Working Space, they may learn of “confidential information” of AWL or of its Members. Such confidential information may include business information, trade secrets, technology, processes, customers and prospects that is intended to be confidential and proprietary. The Member hereby agrees and consents to not disclose information that they obtain that was intended to remain confidential for a period of three years. The undersigned shall be responsible for any improper disclosure of Confidential Information.

This Nondisclosure Agreement, hereinafter (the “Agreement”) is entered into by and between A WEDDING LOFT, LLC, hereinafter (“AWL”) with its principal offices at 11 South King Street, Leesburg, Virginia 20175, hereinafter (the “Co-Working Space”) (“Disclosing Party”) and the Member, hereinafter (Client/ Member , “Receiving Party”) for the purpose of preventing the unauthorized disclosure of Confidential Information as defined below. The parties agree to enter into a confidential relationship with respect to the disclosure of certain proprietary and confidential information, hereinafter (“Confidential Information”.)

  1. DEFINITION OF CONFIDENTIAL INFORMATION - For purposes of this Agreement, “Confidential Information” shall include all information or material that has or could have commercial value or other utility in the business in which Disclosing Party is engaged. If Confidential Information is in written form, the Disclosing Party shall label or stamp the materials with the word “Confidential” or some similar warning. If Confidential Information is transmitted orally, the Disclosing Party shall promptly provide a writing indicating that such oral communication constituted Confidential Information.

  2. EXCLUSIONS FROM CONFIDENTIAL INFORMATION - Receiving Party’s obligations under this Agreement do not extend to information that is: (a) publicly known at the time of disclosure or subsequently becomes publicly known through no fault of the Receiving Party; (b) discovered or created by the Receiving Party before disclosure by Disclosing Party; (c) learned by the Receiving Party through legitimate means other than from the Disclosing Party or Disclosing Party’s representatives; or (d) is disclosed by Receiving Party with Disclosing Party’s prior written approval.

  3. OBLIGATIONS OF RECEIVING PARTY - Receiving Party shall hold and maintain the Confidential Information in strictest confidence for the sole and exclusive benefit of the Disclosing Party. Receiving Party shall carefully restrict access to Confidential Information to employees, contractors and third parties as is reasonably required and shall require those persons to sign nondisclosure restrictions at least as protective as those in this Agreement. Receiving Party shall not, without prior written approval of Disclosing Party, use for Receiving Party’s own benefit, publish, copy, or otherwise disclose to others, or permit the use by others for their benefit or to the detriment of Disclosing Party, any Confidential Information. Receiving Party shall return to Disclosing Party any and all records, notes, and other written, printed, or tangible materials in its possession pertaining to Confidential Information immediately if Disclosing Party request it in writing.

  4. TIME PERIODS - The Non-disclosure provisions of this Agreement shall survive the termination of this Agreement and Receiving Party’s duty to hold Confidential Information in confidence shall remain in effect until the Confidential Information no longer qualifies as a trade secret or until Disclosing Party sends Receiving Party written notice releasing Receiving Party from this Agreement, whichever occurs first.
  5. RELATIONSHIPS - Nothing contained in this Agreement shall be deemed to constitute either party a partner, joint venture or employee of the other party for any purpose.

  6. SEVERABILITY - If a court finds any provision of this Agreement invalid or unenforceable, the remainder of this Agreement shall be interpreted so as best to affect the intent of the parties.

  7. INTEGRATION - This Agreement expresses the complete understanding of the parties with respect to the subject matter and supersedes all prior proposals, agreements, representations and understandings. This Agreement may not be amended except in a writing signed by both parties.

  8. WAIVER - The failure to exercise any right provided in this Agreement shall not be a waiver of prior or subsequent rights.

XIII. CHANGES The rules and policies of AWL may change from time to time. AWL will notify members of changes through their Nexudus account, the AWL Member Portal Platform.

XIV. REPAIRS AND MAINTENANCE AWL shall maintain the Co-Working Space in good repair and working order. If the Member notices any problems requiring repair, please notify AWL and it shall be remedied promptly.

XV. LIABILITY The Member hereby waives and hold harmless AWL, its members, officers, directors, shareholders, contractors and employees (the “Releasees”) from any claims, liability, actions, or suits with respect to any damages, injuries or losses the Member suffers to their person or property, whatsoever, including as a result of negligence or gross negligence on the part of the Releasees, including but not limited to any direct, special, incidental, indirect, punitive, consequential or other damages whatsoever (including, but not limited to, damages for lost profits, loss of confidential or other information, business interruption, personal injury, loss of privacy, failure to meet any duty (including of good faith or of reasonable care), negligence, and any other loss) arising out of or in any way related to AWL’s services or otherwise. The Member agrees to maintain general insurance in an amount of Two Million and no/100 Dollars ($2,000,000) for bodily injury coverage and Five Hundred Thousand and no/100 Dollars ($500,000) for property damage. The Member hereby release, acquit and forever discharge AWL, its current and former employees, agents, officers and employees of the above-named entities from any and all claims, demands, rights, promises, damages and liabilities arising out of or in connection with the use of the facility. The Member agrees that they will be financially responsible for any damages to the building and equipment that results during their use of the studio.

XVI. LIMITATION OF LIABILITY AND REMEDIES Notwithstanding any damages that the Member might incur for any reason whatsoever (including, without limitation, all damages referenced above and all direct or general damages), the entire liability of AWL or its subsidiaries (whether or not wholly-owned), affiliates, divisions, and their past, present and future officers, agents, shareholders, members, representatives, employees, successors and assigns under any provision of this agreement and the Member’s exclusive remedy for all of the foregoing shall be limited to actual damages incurred by the Member based on reasonable reliance up to their membership. The foregoing limitations, exclusions and disclaimers, including the previous sections) shall apply to the maximum extent permitted by applicable law, even if any remedy fails its essential purpose.

XVII. EXCLUSION OF INCIDENTAL, CONSEQUENTIAL AND CERTAIN OTHER DAMAGES To the maximum extent permitted by the applicable law, in no event shall AWL or its subsidiaries (whether or not wholly-owned), affiliates, divisions, and their past, present and future officers, agents, shareholders, members, representatives, employees, successors and assigns, jointly and individually be liable for any direct, special, incidental, indirect, punitive, consequential or other damages whatsoever (including, but not limited to damages for: loss of profits, loss of confidential or other information, business interruption, personal injury, loss of privacy, failure to meet any duty (including of good faith or of reasonable care, negligence, and any other pecuniary or other loss whatsoever) arising out of or in any way related to the participation in or inability to participate in or use of the services, the provision of or failure to provide services, or otherwise under or in connection with any provision of this agreement, even in the event of the fault, tort (including negligence), strict liability, breach of contract or breach of warranty and even if AWL has been advised of the possibility of such damages.

XVIII. STUDIO SPACE RENTAL TERMS AND AGREEMENTS AWL permits the Member to use the Co-Working Space to create their own original creative content for a previously agreed upon price listed in their membership payment invoice.

The Member will have the ability to use the Co-Working Space and equipment located therein with prior reservation. The Member will be responsible for providing their own memory cards, specialized equipment, camera gear.

The Member will not steal or damage any equipment or the facility, in any way. If the Member damages any equipment, furniture, or parts of the building interior, they must notify AWL immediately. Before the Member moves any furniture into or out of the studio, please notify AWL. Please return the Co-Working Space exactly as they received it. A Housekeeping fee will be charged if any items need to be returned to their place if the Member fails to do so. AWL also asks that the Member cleans up any mess they make during their rental.

AWL agrees to permit use of the Co-Working Space and equipment located therein including, but not limited to, lighting equipment, props to the Member and only them. AWL does not provide any technical support, education or training as part of this agreement. Grant access to the space(s) on the time/date as it pertains to the Member reservation. If for some reason the space is unusable on that time/date, AWL will refund the Member payment in full.

XIX. BOOKING CANCELLATIONS

EVENT SPACE BOOKINGS:

CANCELLATION POLICY If the event is canceled within 7 days of the event date, no portion of the fees paid to the Company will be returned. If the event is postponed, services contracted can be applied to a new date if available (refer to Postponement Policy).​

If for some reason the space is closed during event time due to maintenance, the Company will refund all payments received.

In the event of a complete shutdown of the business by the Federal Government due to the effects of COVID-19, the Company will issue a full refund within 14 business days.

POSTPONEMENTS If the Client provides a written request for the postponement of the event seven (7) days prior to the event date, all services will cease at the time of notification of postponement if no determined new date is provided. Payment schedule will be determined and readjusted post new event date notification.

OVERTIME Additional unplanned and/or un-contracted services (such as, but not limited to, extension of time, services outside of scope of agreement, management of non-event day activities, etc) are considered overtime and will be billed with prior notification and consent at the rate of $150 per hour.

CREATIVE SPACE BOOKINGS:

Studio rentals are booked by the hour, with a one (1) hour minimum. Your rental time will start when you enter the studio and will stop when you leave the studio. All rentals include setup and teardown time. If you need additional time for setup and teardown, we recommend booking additional time. You can extend your studio time if there is no one after you, however you can not shorten your studio time. If you run over your time into someone else's booking and as a result, they are late to start their session, you will be charged a $250 penalty.

RENTAL PAYMENTS & FEES Depending on membership allocations - when you book a studio, those hours will be pulled from your "Benefits" in the AWL Member Portal. After you have used all of your hours, the member a la carte rental rate (based on studio type) will be charged to your Nexudus account, and then invoiced at booking end time. Payments are due with twenty-four (24) hours.

If you cancel the booking at any point, you will be invoiced a $25 retainer fee.*

If you cancel your booking within seventy-two (72) hours of your rental start time, you will be charged the full rental rate and/or forfeit the hours applied from your membership.

Fees do not apply to coworking spaces.

In the event of a complete shutdown of the business by the Federal Government due to the effects of COVID-19, AWL will issue a full refund within 14 business days.

XX. OVERTIME FEES If the Member’s rental goes over the scheduled reservation time, the member will be billed at the rate of time and a half, to be paid within twenty-four (24) hours of receiving overtime invoice.

XXI. THE MAMA BEAR CLAUSE At AWL, our children come first. They are our highest priority. AWL will do everything in our power to avoid having to cancel an event. However, in the unexpected circumstance that our children need us, AWL reserve the right to cancel, close, reschedule any event hosted by AWL. All ticket sales will be fully refunded within thirty (30) days. This includes, but not limited to circumstances such as illnesses, school closures, or family emergencies. This does not apply to event space rentals.

XXII. CLEANING FEES For space rentals: The Member must return the space exactly as they found it. If the Member leaves items in the rented space that were not there prior to their rental time, AWL will kindly remind the Member of our clean-up policy. If the Member continues to leave the space with trash or furniture / items that were not in the space prior to their reservation, AWL will send you a cleaning invoice each time the Member leaves the Co-Working Space a mess.

For events: AWL requires the Member to pay a mandatory cleanup fee. However, if AWL feels the space is left in an absolute mess, or any damages made to walls or floors by the Member or guests of the Member will result in an additional fee. AWL reserves the right to bill on top of the standard cleanup fee; and will provide an itemized receipt of any professional services hired, to be reimbursed by the member in full within 14 business days.

XXIII. PERSONAL ITEMS If the Member leaves items behind, AWL will hold them for up to seven (7) days and then all abandoned items will be tossed.

XXV. INTERNET USE AWL assumes no responsibility for any error, omission, interruption, deletion, defect, delay in operation or transmission, communications line failure, theft or destruction or unauthorized access to or alteration of user or Member communications. AWL is not responsible for any problems or technical malfunction of any telephone network or lines, computer online systems, servers or providers, computer equipment, software, failure of email or players on account of technical problems or traffic congestion on the Internet or at any website or combination thereof. AWL is not responsible for any injury or damage to any computer equipment belonging to any user of the Website, any Member or any other person related to or resulting from use of the Website, viewing, playing or downloading any materials on or from the Website. The Website is provided “AS IS” and, except as otherwise prohibited by applicable law, AWL expressly disclaim any warranty of any kind, including but not limited to warranties of merchantability, fitness for a particular purpose and non-infringement. AWL cannot guarantee and do not promise any specific results from use of the membership or website. No advice or information, whether oral or written, obtained by the Member from AWL or from or through the Website shall create any warranty not expressly stated herein.

XXVI. RENEWALS AND TERMINATION This Agreement is automatically renewed at the end of each period. The Member must adhere to the provisions of this agreement and according to the policies that AWL implements from to time regarding personal behavior in the Co-Working Space. Failure to do so may result in non-renewal or even early termination. AWL reserves the right to terminate any Service at any time, immediately and without notice, if the Member fails to comply with the Agreement. This includes non-payment or violation of the space rules. If this happens, AWL will refund any amounts paid for unused periods that remain after deducting any pending charges, on a prorata basis. Members may terminate this Agreement by giving a written notice of termination two full periods priors to the desired effective date. Should the Member not provide timely notice of termination to AWL then the Membership Period shall continue to the end of the following calendar month and the service fees for that calendar month shall be payable.

XXVII. OTHER DISCLAIMERS AWL is not responsible for any incorrect or inaccurate user content or any other third party content submitted to the website or any other communication vehicles, whether made or caused by Users, Members, potential employers, corporate partners or by any of the software, equipment or programming associated with or utilized in the operation of the site. All terms of this agreement shall be executed in good faith. If any part of this Agreement shall be determined to be invalid or unenforceable by a court of competent jurisdiction or by any other legally constituted body having jurisdiction to make such determination, the remainder of this agreement shall remain in full force and effect. This Agreement contains the entire understanding of the parties hereto relating to the subject matter and supersedes all other communications and proposals (whether oral, written, or electronic) between the Member and AWL. The failure of either the Member or AWL to assert any right or provision under this agreement shall not constitute a waiver of any kind. AWL has the right to assign, transfer, or delegate any of its rights or obligations under this Agreement without the Member’s consent. This Agreement and each party’s obligations shall be binding on the representatives, assigns and successors of such party. Each party has signed this Agreement through its authorized representative.

XXVIII. PROVISIONS If any provision of this Agreement shall be held to be invalid or unenforceable for any reason, the remaining provisions shall continue to be valid and enforceable.

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

By clicking (checking) the Terms and Conditions Agreement Box on this website indicates the Member is agreeing to and IN WITNESS WHEREOF the parties have executed this Agreement AWL as of the date they agree to this Agreement.