Membership Terms & Conditions
WHEREAS the Choctaw Nation of Oklahoma (Nation/ and or Center) offers the Chahtapreneur Business Center to provide services to members in a shared, collaborative working environment. These Membership Terms & Conditions are made by and between the Choctaw Nation and the Member. Under these Terms, the Member will be furnished with the Services described adhere in which are selected by the Member.
WHEREAS Member”, or “you” means the person whose name appears on the membership application for the Center (the” Membership Application”) which is incorporated in these Terms by reference. By submitting a Membership Application, paying the Membership Fee (defined below), and/or by use of the Center or any Service, you signify your agreement to these Terms. These Terms taken together with the information submitted on Membership Application creates your “Membership” with Center and affords you the associated benefits of Membership as further described below.
WHEREAS the Choctaw Nation owns and operates the Chahtaprenuer Business Center Idabel located at 1423 E Washington, Suite 1, Idabel, Oklahoma, as a facility where an individual or business may license, use, and have the Center and amenities for the purpose of conducting business.
NOW, THEREFORE, in consideration of the mutual covenants and conditions contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties mutually agree as follows:
1. MEMBERSHIP LEVELS AND ASSOCIATED SERVICES
Nation/Center agrees to license space at the Center pursuant to these terms The Center offers the below described levels of membership licenses. Please read the descriptions below to find the appropriate membership license (the “Membership”) suitable to your needs.
Daily Membership License ($25/day)
People interested in dropping in for the day can do so for a daily rate, of $25.00/day, and subject to availability of space at the Center. Contact the Chahtapreneur Business Center staff ahead of time for availability at chahtapreneurcenters@choctawnation.com or via telephone 580-740-2491. A drop-In Member is entitled to the following amenities for each day through the term of the paid Membership:
• Access to the space during normal operating hours (8:00am – 4:30pm (local time), 5 days a week- Monday through Friday) excluding observed Tribal holidays (“Normal Business Hours”)
• Access to high-speed wired and/or wireless internet
• Use of any non-reserved work areas
• Print and copy machine access (limit of 50 sheets per day)
• Free coffee & water
• Ability to reserve conference rooms and training rooms at an extra fee
• Free admission to public events is held at the Center
• Access to kitchen and bathrooms
*Basic Membership License ($100/month) – A Basic Membership License entitles the Member to the following amenities for each day through the term of the paid Membership:
• Access to the space during normal operating hours (8:00am – 4:30pm (local time), 5 days a week- Monday through Friday) excluding observed Tribal holidays (“Normal Business Hours”)
• Access to high-speed wired and/or wireless internet
• Use of any non-reserved areas
• Print and copy machine access (limit of 50 sheets per day)
• Free coffee and water
• Ability to reserve conference rooms and training rooms (for up to four (4) hours unless pre-approved in writing by the Center) subject to availability and other restrictions.
• Free admission to public events is held at the Center
• Access to kitchen and bathrooms
*This plan also requires quarterly reporting to Small Business Development.
2. LICENSE GRANT; USE OF FACILITY
During the term of the Member’s applicable Membership, Member acknowledges and agrees that the Nation is granting to Member, and Member is receiving, a revocable, nontransferable, nonexclusive, limited license to use the Center in accordance with these Terms (“License”). Member’s permitted use of the Center shall be for the purpose of either general office space or space for educational purposes. Members may not use the Center for any other purposes without the Nation’s prior written consent. Members’ use of the Center must remain in compliance with all applicable Tribal federal, state, and local laws, rules, and regulations.
Member agrees that it shall only use the space, office or desk(s) assigned to Member by Nation for its permitted use and shall not encroach purpose without the Nation’s prior written consent. Except for the licenses granted hereunder, Member acknowledges and agrees that it is not receiving, and Member shall not at any time claim that it received, any right, title, or interest in and to the Center, including, but not limited to, a leasehold interest, a license coupled with an interests, or any other interest or estate of any kind or extent whatsoever. Members hereby unconditionally and irrevocably release the Nation from any claim it may now or ever have in respect of any interest other than the License granted herein.
As part of the License, Member shall have a nonexclusive right and license to use the Common Areas in common with the Nation, other Members, and other person designated by the Nation, subject to reasonable rules and regulations as the Nation may prescribe. “Common Areas” means those areas and amenities located on or at the Center and designated by the Nation for the shared and common use of all Members, including, the kitchen, bathrooms, community hall, lounges, training rooms and conference rooms. All conference rooms and training rooms may be reserved by contacting the Nation. Members are free to use conference rooms at any time that they are not otherwise reserved. Common Areas do not include private offices or dedicated desks. Common Areas used by you must be kept clean, inviting, and ready for the next Member.
3. USE OF COMMON RESOURCES
Member agrees to use all resources at the Center, including but not limited to, the utilities, copy machines, printers, and internet services (“Common Resources”) in a manner that is reasonable and in the ordinary course of doing business. Any additional or excessive usage must be with Center’s prior written consent and may result in the assessment of additional fees. If the Nation becomes concerned about the Member’s use of Common Resources, the Nation will provide the Member with a written warning. A second violation regarding use of Common Resources shall constitute a breach of these Terms and the Nation may exercise appropriate remedies under these Terms up to and including immediate termination of the Member’s Membership. The Center may implement a metering system, as it deems necessary, to ensure fair and orderly access to Common Resources.
4. NETWORK
Member shall not use and shall not permit its employees to use the internet for any unlawful or illegal purpose or for viewing pornography, indecent, or other inappropriate materials. Members agree not to send unsolicited commercial email (spam) using the Center’s Network, and if requested by the Center, will fully cooperate with any investigation conducted by Center relating to any violation of these Terms. If requested by the Center, Member will cooperate to remove viruses, worms, trojans, bots, and other malware from its computer systems. To minimize interference with the Common Resources, Member agrees that it will not set up an independent wireless network at the Center without the Nation’s prior written consent.
5. DEDICATED RESOURCES PROVIDED ‘AS IS’
Member acknowledges that it has completed a full and complete inspection of the Center and accepts (as applicable): (a) any desk(s) assigned to the Member, or (b) the Common Area desks; on an “as is” basis with no representation or warranty by the Nation regarding the condition of any of the foregoing or their suitability for Member’s business. The Nation has no obligation to repair any part of the desk(s) or office. Members acknowledge and agree that even in the best-managed office environments, system, services, and security failures will occur.
6. USE OF DEDICATED RESOURCES; PERMITS
Members with Basic Membership and Daily-Drop in License shall maintain, at their respective sole costs and expense, the desks(s) or office assigned to such Member by the Center in the same order, condition, and repair in which the desks and/or offices(s) were delivered to Member, ordinary wear and tear accepted. Member shall be responsible to pay for all necessary replacements and repairs to the assigned desk(s) or office to the extent the need for replacements or repairs was caused by the misuse, abuse, neglect, negligence, or willful acts of Member or anyone employed directly or indirectly by Member.
Without the prior written consent of the Nation, Member shall not make, nor permit the making of, any alterations, additions, or improvements to the Center, including, but not limited to, painting or placing holes in the Center’s walls, partitions, ceilings or floors; or the placing of exterior signs, placards, promotions or other advertising media, banners, pennants, awnings, aerials, antennas, or the like in or about the Center. Member shall comply with all laws, ordinances, orders, and regulation affecting Member’s business and the License. Member is responsible for ensuring that all Member’s activities and services at the Center are performed in compliance with all applicable tribal, federal, state, and local laws, rules, and regulations in all jurisdictions which services are provided by Member.
7. PROHIBITED ACTIONS; LIENS
Member shall not use any heating or air conditioning method other than that supplied by the Center. Members shall not bring or permit to be brought or kept, in the Center any weapon or flammable, combustible, or explosive fluid, chemical or substance. Member agrees that it will not permit any mechanic’s lien or other lien to be placed upon or filed against the Center by reason of any work, labor, improvements, services, or materials performed at or furnished to the Center.
8. RELOCATION
Member acknowledges that, unless expressly specified herein, no exclusive rights or use of a particular desk have been granted by the Nation, and that any desk(s) assigned to a member may be relocated within the Center at any time by the Nation, in its sole and absolute discretion.
9. CENTER MANAGEMENT
Member will permit the Nation and its agents, representatives, and employees with access to the desk(s) assigned to Member, without advance notice, for the purposes of inspection, to make alterations, perform repairs or improvements, or any other purpose necessary to protect the Nation’s interest in the Center. The Nation will make reasonable efforts to ensure that such visits do not disrupt Member’s operations.
10. CENTER ACTIVITIES AND EVENTS
The Nation may hold public or private events at the Center during and after the Center’s Normal Business Hours. To accommodate such events, Center shall make reasonable efforts to keep distractions to a minimum.
11. CHILDREN; GUESTS; PETS; BIKES
Children are not permitted in the Center. All guests are required to sign in at the front desk and abide by all policies of the Center. If you have a guest visiting for longer than two (2) hours they should either: (1) buy a day pass from the front desk, or (2) rent a conference room or training room (subject to availability) for the duration of their stay. This applies to guests before, during, and within normal business hours of 8:00 am-4:30 pm Monday- Friday. Pets are not allowed on the Center premises although working service animals, as defined under the Americans with Disabilities Act, may accompany a member or guest.
12. CARD ACCESS
A “Card-Holder” is any Member who takes possession of an access card to the Center. Card Holders must secure the building: (A) after entering the Center any time after or before Normal Business Hours, (b) at any other time when the Card Holder believes himself/herself to be the last person in the Center, and (c) weekends or observed Tribal holidays.
13. CONFIDENTIALITY
The Center is an open environment shared by many different people and organizations. Anything said should be expected to be heard by others. Given this dynamic you are responsible for ensuring appropriate confidentiality of your business or personal information. While all Members are expected to respect the privacy and confidentiality of others, the Center bears no responsibility in this matter.
14. ANTI-HARASSMENT POLICY
The Center provides a safe and harassment-free experience for everyone, regardless of gender, identity and expression, sexual orientation, disability, physical appearance, body size, race, ethnicity, or religion. The Center does not tolerate any form of harassment of people at the Center or its events.
Harassment includes, but is not limited to:
• Offensive verbal comments
• Sexual images
• Stalking
• Intrusive photography or recording without consent.
• Sustained disruption of talks or other events
• Inappropriate physical contact
• Unwelcome sexual attention
The above behaviors will not be tolerated. If a member or guest behaves unacceptably, the Center’s staff may take any action it deems appropriate, including removal of such person from the Center and termination of the associated Membership for cause.
15. INTOXICATION AND DRUG USE
The possession, use, or distribution of alcohol or other drugs is expressly prohibited on the Center’s premises. The Center may exclude or remove any person from the Center who, in the judgment of the Center’s staff, appears to be intoxicated or under the influence illegal drugs, or who shall in any manner be in violation of these Terms.
If you observe a violation of and, are aware of a member or their guest using alcohol or illegal drugs at the Center or believe any person at the Center to be under the influence of alcohol or an illegal drug, please report same to the Center’s staff immediately.
16. USE OF FIREARMS
Firearms are prohibited in all facilities of the Choctaw Nation of Oklahoma.
17. SMOKING
The Center is a smoke-free facility, and no smoking or vaping shall be permitted in bathrooms, lobbies, and other Common Areas or otherwise in the Center.
18. PAYMENT OF MONTHLY FEE
The “Membership Fee” is the amount currently being charged by the Center for the Membership requested by a member either on the date Member joins the Center, or on a subsequent date if Member requests a change of its Membership. The initial monthly Membership Fee will be paid at the time of Member’s acceptance of these Terms; thereafter, the monthly Membership Fee shall be due and payable on the first (1st) day of each month throughout the term of the Membership. In the event a monthly Membership commences on any day other than the first day of a calendar month, the monthly Membership Fee shall be prorated based upon the actual number of days remaining in such calendar month. Unless otherwise agreed by the Center, Member shall provide a credit card number to be retained on file with a third-party vendor to the Center and the monthly Membership Fee will be automatically paid by via credit card when due hereunder. The Monthly Membership Fee may be increased once each calendar year at the sole discretion of the Nation upon thirty (30) days prior written notice, which may be posted at the Center.
19. TERMINATION
Notwithstanding the provisions regarding the term of a Membership set forth in these Terms, and in addition to the parties’ rights of termination specifically provided elsewhere in these Terms, the following shall apply:
Termination for Convenience
With respect to all Members whose License is on a monthly term, either party may be terminated, the Membership at any time upon written notice of termination to the other, and termination will become effective on the first day of the month following receipt of such notice. A termination notice may be provided via email to the Center’s staff.
Termination for Cause
Member shall be in default, and the Center may immediately upon written notice terminate the Member’s Membership for cause if Member: (i) fails to comply with or perform any of the term, condition, or covenants of the Membership, including without limitation, failure to pay the Membership Fee; (ii) vacates the desk(s) assigned by the Center for a period of ten (10) or more consecutive days, without providing advance written notice to the Center, (iii) ceases to use an assigned desk for a period of thirty (30) days or more, whether or not Member is still paying the Membership Fee, or (iv) becomes insolvent or becomes unable to pay debts with they become due. In the event of any of the foregoing, the Nation shall have the immediate right to remove Member and any persons claiming rights through or under Member and their property from the Center, exclude Member and all persons claiming rights through or under Member from doing business in Center, deactivate key cards, all amounts due and owing shall immediately become due and payable including membership fee for the remainder of the current Membership term, and the Nation retains all other rights and remedies available to it at law in equity. All rights and remedies whether evidenced by these Terms or any other writing shall be cumulative and may be exercised singularly or concurrently.
20. INDEMNIFICATION
Member shall indemnify, defend, and hold harmless the Nation, its direct and indirect affiliates, and its respective elected officials, officers, directors, managers, members, employees, agents, contractors, lessees, successors, assigns, heirs or representatives (collectively, the “Center Indemnitees”) from and against any and all injuries, liabilities, losses, claims, suits, actions, liens, demands, expenses, damages and judgements (including attorney fees, disbursements, and all other costs and expenses incurred in the investigation, defense or settlement of any of the foregoing) to the extent caused by the acts or omissions of Member, its subcontractors, suppliers, agents, or anyone employed directly or indirectly by any of them or by anyone for acts may be liable (the “Member Group”). Member agrees to insure itself against the above claims under its contractual liability insurance coverage, but such insurance shall not limit the scope of Member’s indemnification of the Nation hereunder. As a breach of the foregoing may give rise to damages suffered by the Nation which may be difficult if not possible to ascertain, the Nation may at its option obtain specific enforcement of Member’s obligations hereunder. The provisions of this Section shall survive the cancellation, termination, or expiration of this Agreement.
21. LIMITATION OF LIABILITY
Member acknowledges that the Nation is not responsible for financial or other losses because of Member’s use of the Center. NOTWITHSTANDING ANYTHING CONTAINED HEREIN TO THE CONTRATRY, IN NO EVENT SHALL THE NATION BE LIABLE TO MEMBER OR THE MEMBER GROUP FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSQUENTIAL, EXEMPLARY, PUNITIVE OR OTHER SIMILAR DAMAGES, INCLUDING, BUT NOT LIMITED TO, LOST PROFITS, BUSINESS, OR GOODWILL, SUFFERED OR INCURRED BY MEMBER OR MEMBER GROUP IN CONNNECTION WITH THESE THERS, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
Member Group’s property located anywhere in the Center shall be there at Member Group’s sole risk. The Nation shall not be responsible or liable for, and Member, on behalf of itself and Member Group, hereby expressly waives, any and all claims against the Nation and the Center Indemnitees for loss or damage to Member Group’s business or property, or injury sustained by Member Group or any person claiming by, through or under Member Group resulting from any occurrence anywhere in, on, or about the Center, including, but not limited to, claims for losses, theft or damage resulting from: (i) equipment or appurtenances becoming out of repair; (ii) injury done or occasioned by wind or weather; (iii) any defect in or failure to operate, for whatever reason, any sprinkler, heating or air-conditioning equipment, electric wiring or the installation thereof, gas, water, or stem pipes, stairs, prices, railing or walks; (iv) broken glass: (v) the backing up of any sewer pipe or downspout; (vi) the bursting, leaking or running of any tank, tub, washstand, water closet, waste pipe, drain or other pipe; (vii) the escape of steam or water; (viii) water, snow or ice being upon or coming through the roof, stairs, doorways, windows, walks or any other place upon or near the Center; (ix) the falling of any fixture, plaster, tile, stucco or other material; (x) any act, omission or negligence of other Members or any other persons or occupants of the Center or of adjoining or contiguous buildings, or owners of adjacent or contiguous property or the public, or the construction of any private, public or quasi-public work; or (xi) any cause of action of any kind of nature.
22. NO ASSIGNMENT
Member shall not sell, assign, mortgage, pledge, sublicense, grant concessions, or transfer the Membership or any interest therein, without the Nation’s prior written approval, which may be withheld in the Nation’s sole and exclusive discretion.
23. SUBORDINATION
Member’s rights under the Membership shall be always subject and subordinate to: (i) all ground leases or underlying leases that may now exist or hereafter be executed affecting the desk(s) assigned hereunder or the Center; and (ii) any mortgage or deed of trust that may now exist or hereafter be placed upon all or any portion of the Center or any ground leases or underlying leases for the benefit of the Center. Termination of the Center’s lease will immediately and automatically terminate the Membership and all the Nation’s obligations to Member under these Terms without the need for a further written instrument. Notwithstanding the foregoing sentence, if the Center’s lease is terminated, the Nation will provide a courtesy notice to member, who will immediately remove all belongings and vacate the Facility.
24. ATTORNEY FEES
Member shall reimburse the Nation, upon written demand, for all actual and reasonable costs, expenses and attorneys’ fees and disbursements that the Nation incurs in connection with a breach or default by Member under these Terms or the enforcement of any provision or covenant of these Terms against Member, regardless of whether suit is commenced, settled or judgment is entered.
25. CHOICE OF LAW
This Agreement shall be governed by and interpreted in accordance with the laws of the Choctaw Nation of Oklahoma without giving effect to its laws or rules relating to conflicts of laws that would direct the application of the law of another jurisdiction. Any claim or controversy arising out of this Agreement, or a breach hereof shall be adjudicated exclusively by the courts of the Choctaw Nation of Oklahoma. Contractor irrevocably consents to the jurisdiction of such courts and hereby irrevocably waives any claim that any proceedings brought in such courts have been brought in an inconvenient forum.
26. RESERVATION OF IMMUNITY
Nothing contained in this Agreement shall be construed to waive the sovereign immunity of the Choctaw Nation of Oklahoma, its elected officials, directors, officers, employees, or agents. Any disputes regarding the waiver of sovereign immunity shall be adjudicated exclusively by the courts of the Choctaw Nation of Oklahoma.
27. SURRENDER; ABANDONMENT
Upon termination of the Membership for any reason, Member shall remove its effects and belongings, peaceably surrender such assigned desk(s) and the Common Areas, in the same order, condition, and repair in which it was received, ordinary wear and tear accepted, and shall vacate the Center. Should Member fail to remove any of its property within ten (10) days after its Membership terminates, Property is considered abandoned by the Member and will become property of the Nation. Member must pay the Nation any reasonable expense actually incurred by the Nation to remove any abandoned property, and Member hereby releases the Nation and irrevocably waives any claim against the Nation for such removal and disposition of such property, and the Nation shall have no liability for same. If the assigned desk requires maintenance or repairs, the expense for such maintenance and repairs shall become by Member, and the Nation may withhold the amount for such maintenance and repair from Member’s security deposit, if any. Any time the Center reasonably believes a member has vacated or abandoned the desk(s) assigned by the Center, the Center may deem such Member’s desk(s) to be vacant. In such event, the Center may pack up and remove Member’s belongings which may be handled, removed, or stored by the Center at the cost and expense of Member, and the Nation shall not be responsible in any event for the value, preservation, or safekeeping thereof. The Center may redeploy the desk(s) to another Member. If such Member has not given formal notice of termination, the Center will deem the Member’s notice was given on the date that the Center makes the above determination. The Center will use its best efforts to inform the reasonable parties at Member of this action.
Member shall pay the Nation for all expenses incurred by the Nation with respect to any removal and storage of Member’s property so long as the same is in the Nation’s possession or under the Nation’s control. All such property not removed from the Center or retaken from storage by Member within ten (10) days after the end of the Membership or termination of Member’s right to use the Center, however terminated, at the Nation’s option, shall be conclusively deemed to have been conveyed by Member to the Nation by bill of sale with general warranty of title without further payment or credit by the Nation to Member.
28. NO WAIVER
The Nation shall not be deemed to have waived any rights under these Terms unless such waiver is given in writing and signed by the Nation. No delay or omission on the part of the Nation in exercising any right shall operate as a waiver of such right or any other right. A waiver by the Nation of a provision of these Terms shall not prejudice or constitute a waiver of the Nation’s right otherwise to demand strict compliance with that provision or any other provision of these Terms. No prior waiver by the Nation, nor any course of dealing between the Nation and Member, shall constitute a waiver of any of the Nation’s rights or of any of Member’s obligations as to any future transactions. Whenever the consent of the Nation is required under these Terms, the granting of such consent by the Nation in any instance shall not constitute continuing consent to subsequent instances where such consent is required and in all cases such consent may be granted or withheld in the sole discretion of the Nation.
29. AMENDMENT
The Center reserves the right to amend these Terms by providing written notice of such amendment which may be posted in the Center or on the Center’s website. Member’s continued use of the Center after the effective date of such revised version of these Terms or of any other terms of the License shall indicate and constitute Member’s acceptance of and agreement to be bound by the Terms as revised.
30. INTELLECTUAL PROPERTY
Members shall not use any of the trade names, logo, trademarks, service marks or other identifying marks of the Nation or the Center, including the name “Chahtapreneur Business Center” without the Nation’s prior review and written consent; provided, however, that the Member may use the name and address of the Center for mailing address purposes. Member grants the Nation a non-exclusive, royalty-free license to use the name, logo(s), trademarks, service marks or other identifying marks of Member to use on the Center’s website or other print and electronic publications for the promotion, advertising, and marketing purposes of the Center. The Center may offer branding opportunities for Member, including signage above dedicated desk.
31. NOTICES
Any notice required by any provision hereof shall be given in writing and either personally delivered or delivered by electronic mail to the Center, at the address of the Center, or to Member at the email address on file. Notice shall be deemed given when delivered personally or the same day mailed electronically. Either Party may designate another address for notice by providing notice to the other of its change of address pursuant to the provision.
32. INSURANCE
The Center shall keep in force policies of property insurance and general liability insurance sufficient to cover the Common Areas of the Center and any permanent improvements in the Center and worker’s compensation, if applicable.
The Center and Member agree to obtain and maintain throughout the term of the Membership sufficient policies of insurance to adequately protect their respective interests in the Center and the property contained herein. Member agrees to waive and will require its insurers to waive any rights to subrogation recovery they may have against the Nation and to cause its insurer to name the Nation as an additional insured.
33. EXHIBITS
All exhibits and other attachments attached to this Agreement are expressly made a part of these Terms as though completely set forth herein. All references to these Terms shall be deemed to be referred to and include these Terms and all such exhibits and other attachments.
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