This Member Agreement (“Agreement”) describes the terms upon which Cowork Unite ("Cowork Unite") (Galaxy Quotes, LLC) a Colorado limited liability company
with its principle place of business located in Denver, Colorado offers a Cowork Unite Member (“Member”) access to the content and services provided by the
Cowork Unite website (“Site”). Cowork Unite provides an online venue in which Members can create a portfolio in which they can post their creative work including,
but not limited to, artwork, logos, graphics, print products, web and phone design, videos, musical compositions, illustrations, paintings, crafts, fashion designs,
architecture designs, interior designs, writings, graphic design, or any other type of creative work (hereinafter referred to generally as “Content”), and post
and/or quote on a Project (“Project”), Event ("Event"), or Space ("Space").
Please review this Agreement carefully. By visiting and using the services provided by Cowork Unite or by clicking on the "I Accept" check box when creating an account,
Member is agreeing to the following terms. If Member does not agree to any of these terms in this Agreement please do not use the Site and click on the "I Accept" check
box when creating an account.
This Agreement is effective upon Member clicking on the "I Accept" checkbox when creating an account. Member’s continued use of Cowork Unite after such time will
signify Member’s acceptance of this Agreement or any modifications hereinafter made to this Agreement. Cowork Unite reserves the right, but is not obligated, to enforce
the terms and conditions of this Agreement through self-help, moderation of the Site, active investigation, arbitration, litigation, and prosecution.
Cowork Unite reserves the right at Galaxy Quote’s sole discretion to refuse, suspend, and/or terminate service to any Member for any reason.
Only Members that can lawfully enter into and form legal contracts may use this Site and its services. By clicking the “I Accept” button and/or through the use of
Galaxy Quote’s services, Member expressly represent that Member is at least eighteen (18) and may lawfully enter into and form binding contracts.
Cowork Unite reserves the right, at Galaxy Quote’s own discretion, to change, modify, or otherwise alter this Agreement at any time and without notice. Such modifications
shall become effective immediately upon the posting of the modified Agreement. Upon any changes, modifications, or alterations to this Agreement Members may be required to
accept the modified Agreement in order to continue Member’s use of the Site. Member agrees that the modified Agreement is in effect as soon as it is posted on the Site.
Member agrees that Member will use the Site and its services only for lawful purposes and in a lawful manner. While using Cowork Unite and its services, Member agrees that Member will not:
Cowork Unite retains the right, but does not have an obligation, to refuse to post any content or Project submitted by its Members for any reason.
Cowork Unite further reserves the right, but does not have an obligation, to take down or otherwise remove any content and/or Project currently
posted on the Site. GALAXY QUOTES EXPRESSLY DISCLAIMS ANY AND ALL LIABILITY IN CONNECTION WITH CONTENT AND/OR PROJECTS POSTED BY MEMBERS.
Cowork Unite disclaims involvement in any contract or agreements made between the Members participating in a Project, Event, or Space unless Cowork Unite states a
connection to that Project, Event, or Space.
Cowork Unite may report any illegal activity to law enforcement. Cowork Unite will cooperate with any law enforcement agencies to ensure that violators are prosecuted
to the fullest extent of the law.
As a Member of the Cowork Unite Site, Member agrees to:
As a Member of Cowork Unite, Member may purchase services such as:
Prices and services are subject to change and at Galaxy Quote’s sole discretion.
As a Member of Cowork Unite, Members may accumulate Karma points by making donations to Cowork Unite. Members that donate to Cowork Unite may
benefit, but are never guaranteed, to receive additional promotional perks as a result of accumulating Karma points. Members should not expect to
receive any additional services upon donating. Karma points, policies, and donation values are subject to change and at Galaxy Quote's sole discretion.
Cowork Unite reserves the right to refuse to post or remove any post for any reasons, including, without limitation if Cowork Unite determines that the post contains any of the following:
Feedback provided by use of the Feedback System is not endorsed and does not reflect the opinions of Cowork Unite.
Cowork Unite reserves the right to verify a Member’s identity using any Member information provided to Cowork Unite. Verification may occur at any time during
membership, including during registration, use of the Site, and upon termination of membership. Cowork Unite may use some or all of the following measures to verify a Member’s identity:
The above measures are subject to change from time to time. Cowork Unite believes that it uses reasonable measures to confirm a Member’s identity, but Cowork Unite does not
warrant the identity of Members using the Cowork Unite Site.
There is no fee to become a Member of Cowork Unite but donations and purchases of additional services are appreciated. Member acknowledges that, before purchasing or using credits,
Member will be given an opportunity to confirm credit purchase or use. All transactions on Cowork Unite are in United States currency.
Membership does not create an employment or agency relationship between Cowork Unite and any Member. In addition, Cowork Unite does not guarantee or warrant that any
member will receive any engagement arising from the use of the Cowork Unite Site. Member agrees and understands that Cowork Unite does not make such warranties and resolve
Cowork Unite from any reliance thereof. Member also agrees and understands that:
To the extent Member is an organization and not a natural person, Member shall bear sole responsibility for payment of compensation to its personnel, if any. Member shall
pay and report, for itself and for all personnel assigned to a project facilitated by, or related to, the Cowork Unite Website, federal and state income tax withholding,
social security taxes, income taxes, and unemployment insurance applicable such project (collectively, “Tax Issues”). Member shall bear sole responsibility for any health
or disability insurance, retirement benefits, or other welfare or pension benefits (if any) (collectively, “Benefits”) to which such personnel may be entitled. Member agrees
to defend, indemnify and hold harmless Cowork Unite, Cowork Unite's officers, directors, employees and agents, and the administrators of Cowork Unite’s benefit plans from
and against any claims, liabilities or expenses relating to such compensation, Tax Issues, and Benefits; provided that Cowork Unite shall promptly notify Member of each such
claim when and as it comes to Cowork Unite’s attention.
Member acknowledges that, upon providing content to Cowork Unite, Member grants Cowork Unite a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, sub licensable
and transferable license to use, reproduce, distribute, prepare derivative works of, display and perform the content in connection with the Galaxy Quote Site in any media
now or in the future.
Member acknowledge that, other than content posted by Member himself, Member cannot sell, reproduce, distribute, modify, display, publicly perform, prepare derivative
works based on, repost or otherwise use any Content found on the Cowork Unite Site in any way for any public or commercial purpose without prior written consent or the
consent of the right holder.
Subject to this agreement, Cowork Unite grant Member a limited license to access and use the Cowork Unite Site for the purposes of transacting with other Members of the
Cowork Unite Site. All other rights are reserved to Cowork Unite.
Cowork Unite retains the rights in title, interest in and to all patent rights, inventions, copyrights, know-how, and trade secrets associated with the Cowork Unite Site.
The Cowork Unite name is a registered federal trademark and other logos and marks on the Cowork Unite Site may be trademarks of the posting Member. Except as expressly
stated otherwise, nothing in this Agreement confers any license under any party’s intellectual property rights, whether by estoppel, implication or otherwise.
Please report any misuse or abuse of any intellectual property rights to Cowork Unite.
Cowork Unite will communicate with Member using the email Member provides us. Member consents to receiving communication from Cowork Unite electronically and Member
agrees that such electronic communication satisfies any legal requirement that such communications be in writing. Cowork Unite will consider that Member has received
the communication from Cowork Unite one (1) day after Cowork Unite has sent the electronic communication to the email address Member have provided Cowork Unite or one
(1) day after Cowork Unite have posted information on the Site.
All notices to Cowork Unite intended to have legal effect must be in writing and delivered either in person or by a means evidenced by a delivery receipt to the following address:
1368 26th Street
Denver, CO 80205
Cowork Unite reserves the right to send advertisement and promotions at the discretion of Cowork Unite.
MEMBER AGREES THAT THE USE OF THIS SITE SHALL BE AT MEMBER’S OWN RISK. USE OF THIS SITE IS PROVIDED “AS IS”. Cowork Unite MAKES AND MEMBER RECEIVES NO WARRANTIES, EXPRESS,
IMPLIED, STATUTORY, OR IN ANY OTHER PROVISION OF THIS AGREEMENT OR ANY OTHER COMMUNICATION; AND Cowork Unite SPECIFICALLY DISCLAIMS ANY WARRANTY OF MERCHANTABILITY OR FITNESS
FOR A PARTICULAR PURPOSE. IN ADDITION, Cowork Unite MAKES AND MEMBER RECEIVES NO WARRANTIES OF NON-INFRINGEMENT FOR SITE CONTENT OR CONTENT DELIVERABLE FROM A PROJECT. FURTHER,
Cowork Unite DISCLAIMS WARRANTY OR REPRESENTATION THAT THE SITE AND THE SERVICES PROVIDED BY Cowork Unite WILL, THEMSELVES, COMPLY WITH, OR PERMIT MEMBER TO COMPLY WITH, ANY
LAW OR REGULATION APPLICABLE TO MEMBER’S BUSINESS, AND MEMBER SPECIFICALLY AGREES TO WAIVE ANY CAUSE OF ACTION, IN CONTRACT, TORT OR OTHERWISE, AGAINST Cowork Unite ARISING
FROM MEMBER’S FAILURE TO COMPLY WITH ANY SUCH LAW OR REGULATION.
Member shall defend, with counsel acceptable to Cowork Unite, (or settle at Member’s sole expense, and only upon Cowork Unite’ consent), indemnify and hold Cowork Unite,
Galaxy Quote’s affiliates, assignees and each of Galaxy Quote’s managing directors, directors, partners, officers, employees and agents (collectively, the "Indemnified Parties")
harmless from and against any and all suits, claims, and proceedings by third parties resulting in liabilities, damages, costs, losses and expenses, including court costs and
reasonable attorneys' fees (collectively "Losses"), which arise out of Member’s use of the Site or performance of any act or omission related to the Site or a Project, including
without limitation Losses arising from and relating to (i) any personal injury or property damage occurring during the performance of a Project listed on this Site where such
accident, injury or damage results from an act, omission or negligence of Member or Member’s contractors, licensees, agents, servants, subcontractors or employees; (i) any claim,
action or proceeding commenced against any of the Indemnified Parties that results from posting, quoting on, or performing a Project listed on the Site, or arising as upon the
completion of a Project listed on this Site; (iii) the breach by Member of any covenant, warranty or condition of this Agreement; (iv) any infringement of any patent, trademark,
copyright, trade secret or other intellectual property or proprietary right of any third party arising out Member’s posting content on the Site or arising in the course of
performance of the of a Project listed on the Site or arising out of the acquisition or use by the Indemnified Parties of any content provided by Member pursuant to Member’s
use of the Site or in connection with this Agreement; and (v) any taxes, penalties, interest and/or fines assessed by any governmental unit against any of the Indemnified Parties
in connection with this Agreement; unless in each case, such Losses are due to the gross negligence or willful misconduct of Cowork Unite. Cowork Unite may, at Galaxy Quote’s expense,
assist in such defense, provided Member shall control such defense and all negotiations relative to the settlement of any such claim provided, however, that no indemnified claim or Loss
shall be settled without the written consent of Cowork Unite. Cowork Unite shall promptly notify Member in writing of any claim which Cowork Unite believes falls within the scope of
this section, but failure to give such notice shall not relieve the obligations of Member described in this section.
THE CUMULATIVE LIABILITY OF Cowork Unite TO MEMBER FOR ALL CLAIMS RELATING TO THE PROGRAM(S), IN CONTRACT, TORT, OR OTHERWISE, SHALL NOT EXCEED THE LESSER OF (1) THE TOTAL AMOUNT OF
FEES PAID TO Cowork Unite FOR THE RELEVANT SERVICES FROM WHICH THE CLAIMS ARISE, OR (2) THE TOTAL AMOUNT OF FEES MEMBER HAS PROVIDED Cowork Unite OVER THE COURSE OF THE LAST THREE
MONTHS PRIOR TO THE ACTION THAT RESULTING IN THE CLAIM. IN NO EVENT SHALL Cowork Unite BE LIABLE TO MEMBER FOR ANY CONSEQUENTIAL, INDIRECT, SPECIAL, OR INCIDENTAL DAMAGES, EVEN IF
Cowork Unite HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH POTENTIAL LOSS OR DAMAGE. THE FOREGOING LIMITATION OF LIABILITY AND EXCLUSION OF CERTAIN DAMAGES SHALL APPLY REGARDLESS OF
THE SUCCESS OR EFFECTIVENESS OF OTHER REMEDIES.
In order to cost effectively resolve any disputes that may arise between Cowork Unite and Member, Member agrees to first contact Cowork Unite regarding any disputes. If the dispute
still exists after making such contact, Member agrees with Cowork Unite to settle any claim or controversy that arise in law or equity though this Agreement or by use of the Site
and/or services provided by Cowork Unite in accordance with the provisions provided in this section.
(a) Governing Law. This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Colorado as it applies to a contract made and
performed in such state and without regard to its choice-of-law rules. Member agrees that any claim or dispute must be resolved by a court located in Denver County, Colorado
or as described in the arbitration provisions provided in this section. Member hereby submits to the personal jurisdiction of the courts located within Denver County, Colorado
of the purpose of litigating all such claims or disputes. IN ORDER TO RESOLVE DISPUTES IN A TIMELY MANNER, MEMBER AGREES THAT ANY CAUSE OF ACTION MEMBER MAY HAVE WITH RESPECT
TO Cowork Unite MUST BE COMMENCED WITHIN THIRTY (30) DAYS AFTER IT ARISES OR THE CAUSE OF ACTION IS BARRED.
(b) Arbitration: Member and Cowork Unite (collectively the “Parties”) agree to submit to binding arbitration administered by the American Arbitration Association ("AAA")
in accordance with its Commercial Arbitration Rules. Within ten (10) business days after the commencement of arbitration, each party shall select one person to act as
arbitrator and the two arbitrators so selected shall select a third arbitrator within ten (10) business days of their appointment. If the arbitrators selected by the Parties
are unable or fail to agree upon the third arbitrator within such time period, the third arbitrator shall be selected by the AAA within the (10) business days following a
written request by any of the parties to the AAA. The place of arbitration shall be Denver, Colorado, and the language of the arbitration shall be English. If Cowork Unite
prevails in the arbitration, Cowork Unite shall be entitled, in addition to such other relief as may be granted, to Galaxy Quote’s reasonable attorney's fees and other costs
reasonably incurred in such arbitration. The Parties specifically agree to be bound by the decisions rendered by the arbitration panel provided for herein and agree not to
submit a dispute subject to this section to any national, federal, state, provincial, local or other court or arbitration association except as may be necessary to enforce the
decision rendered by the arbitrators. It is understood and agreed by the Parties that money damages might not be a sufficient remedy for any breach of the provisions of this
Agreement, and that, notwithstanding anything else set forth in this section concerning the arbitration of disputes and the procedure for such arbitration, and pending the
outcome of any such arbitration, Cowork Unite shall be entitled to seek and obtain injunctive relief outside of arbitration in a court of competent jurisdiction as a provisional
remedy for any such breach, which shall not be deemed to be the exclusive remedy for any such breach but shall be in addition to all other remedies available at law or equity.
This Agreement becomes effective upon Member’s acceptance or upon commencement of Member’s use of the Cowork Unite Site. Terms of this agreement shall remain in effect unless
expressly terminated by Cowork Unite in its sole discretion, with or without notice. If Member wants to terminate Member’s membership account, Member may expressly terminate
the account using the Cowork Unite Site. Upon membership termination, Cowork Unite may remove a Member’s content from the Cowork Unite Site.
Member agrees that Cowork Unite is based in Colorado and that the Site is a passive Site that does not give rise to personal jurisdiction over Cowork Unite, either specific
or general, in jurisdictions other than Colorado.
This Agreement sets forth the entire agreement between Member and Cowork Unite. The following sections survive any termination of this Agreement: 4, 5, 10, 11, 12, 13, 14, 15, 16, 17, and 19.
Member is responsible for compliance with applicable local laws. Access to the Site may not be legal for by certain persons or in certain countries. No delay by Cowork Unite in
exercising its rights or remedies shall be construed as a waiver. Furthermore, any single execution of a remedy by Cowork Unite will not preclude Cowork Unite from pursuing any other