MATTER MEMBERSHIP & SPACE ACCESS TERMS
The most current and controlling terms for MATTER membership and space access are published here in this MATTER Membership & Space Access Terms (“Terms”).
The below provides the terms and conditions between Innovation Development Institute, Inc. an Illinois not- for-profit corporation, doing business as MATTER Chicago (“MATTER”) and Member (“Member”) or Space Access User (“Space User”) as defined below. MATTER operates a coworking space at 222 Merchandise Mart Plaza, Suite 228, Chicago, Illinois 60654 (“Space”), which Member or Space User may have access to pursuant to this Agreement.
A. Definitions
Member is defined as the individual or individual employee of an accepted company who has a membership for their own individual use. Member, as referred to herein, encompasses Select Members and Flex Members.
Space User is defined as the individual who has a space access pass for their own individual use. Space User, as referred to herein, encompases individuals with passes for either Coworking Space or Dedicated Seat.
It is against MATTER’s terms and conditions to share a single membership or pass, or transfer memberships or passes without prior notification and agreement with MATTER.
B. MATTER Name and Notice Address:
MATTER
222 W. Merchandise Mart Plaza
Suite 228
Chicago, Illinois 60654
Email: info@matter.health
C. Type of Membership
1. Select Membership (“Select Members”): Individual user access to MATTER startup incubation services and resources.
2. Additional Select Membership (“Select Members”): Incremental users from the same company to access MATTER startup incubation services and resources.
Select Members with a valid and active MATTER membership have complimentary access to the coworking space in Space.
3. Flex Membership (“Flex Members”): Limited individual user access to MATTER startup resources available from the MATTER Portal.
Flex Members receive limited access to MATTER startup incubation resources and do not have access to the coworking space at MATTER unless they purchase Space Access separately.
D. Type of Space Access
1. Coworking Space: Shared workspace in Space, for individuals.
2. Dedicated Seat: Assigned personal desk space (“Assigned Space”) in Space, for individuals.
Individuals with only Space Access and do not have a corresponding Membership do not have access to MATTER startup incubation services and resources.
Seating Availability: Seating subject to availability for all individuals with Space Access.
E. MATTER’s terms and conditions are set forth in Exhibit A and are hereby incorporated into these Terms. Such terms and conditions are subject to change without prior notice, and the most current and controlling terms are published at www.matter.health/membershipterms. A notification of any changes to these terms will be sent to Members or Space Users at the time of any modifications to the email address provided to MATTER.
EXHIBIT A
In consideration of the mutual promises and obligations contained herein, the parties agree as follows:
1. Change or Termination of Membership. Members and Space Users may request changes to their membership or space access type, or may terminate their membership, by providing MATTER at least 6 business days prior written notice to info@matter.health, ventures@matter.health or operations@matter.health. All changes in membership type or space access type are subject to approval by the MATTER team. In the case of termination of subscription, Member is required to participate in an exit interview with MATTER.
2. Payment. Members and Space Users shall pay to MATTER the Monthly Membership and/or Space Access Fees (“Monthly Fees”) as indicated on their registration form or written agreement (collectively referred to as “Agreement”) by bank draft (ACH) or credit card, on or prior to the first day of each month following the date of their Agreement, without notice or demand. In the event the Agreement commences on any day other than the first day of a calendar month, the Monthly Fees for such partial month shall be prorated based upon the actual number of days this Agreement is effective during such month. The Monthly Fees may be increased once each calendar year at the sole discretion of MATTER. Upon the Effective Date of this Agreement, the Member shall pay MATTER the first month’s Monthly Fees as indicated in the first section of this MATTER Membership Form (fee will be prorated if the start date is on any day beyond the first business day of a month). This signed Agreement and billing information must be provided to MATTER before the start of Membership, including before commencing access to space and startup incubation services.
Monthly Fees are due on the first of the month. If payment is not received after 5 business days, MATTER shall make a second attempt. Payments received after the 5th business day are subject to a 10% late fee. If payment is not received after the 5th business day, then the Member’s membership, and any associated access to space and/or startup incubation services, is subject to immediate termination at MATTER’s sole discretion.
In all cases for all membership or space access types, billing information must be provided to MATTER before the start of accessing membership services or space.
3. Space Specific Terms. The following terms and conditions pertain to Select Members with accessing Space with or without Assigned Space, and Space Users. Flex Members who only have Flex Membership and no other memberships or passes do not have access to Space. Flex Members have the option to purchase Space Access, in which subsequently all terms applicable to Space Users will then apply.
a. Use of the Space. MATTER grants to Select Members and Space Users a non-exclusive right, which is non- transferable by Select Members or Space Users, freely transferable by MATTER, and revocable at will without cause by only MATTER, for the sole purpose of general office space and for no other activity or purpose whatsoever. Select Members or Space Users agrees that they shall only use the Assigned Space by MATTER and shall not encroach upon or obstruct the neighboring members, any common areas of the Space, passageways or use any other areas for any other purpose unless otherwise provided for herein without the prior written consent of MATTER. MATTER has the right, but not the obligation, to assign specific locations to Members or Space Users within an Assigned Space. Nothing contained in these Terms shall be considered as in any way constituting a partnership between MATTER and Members or MATTER and Space Users. Members or Space Users agree that they do not and shall not claim at any time any leasehold interest, nor a license coupled with an interest, nor any other interest or estate of any kind or extent whatsoever in any part of MATTER.
b. Condition of Premises. By accepting this Agreement, Select Members or Space Users shall be deemed to have accepted any Assigned Space by MATTER as indiciated in their specific Agreement with MATTER, “as is” with no representation or warranty by MATTER regarding the condition of the Assigned Space by MATTER or its suitability for Member’s business. MATTER has no obligation to repair any part of the Assigned Space by MATTER unless the obligation is set forth in this Agreement.
c. Use of Shared Resources in Space. MATTER shall provide utilities, general office services (i.e. copy machine and printer) and Internet access on an “unmetered” basis in Space. This unmetered basis is premised on a good-faith understanding between MATTER and the Select Member or Space User that this privilege will not be abused. Employing MATTER services well beyond normal office use, defined as the norm amongst other members, without prior discussion, after having received notice that MATTER is concerned about this level of use, and having been given a reasonable opportunity to rectify it, will be considered a breach of this Agreement. An example would be printing high volumes of material. That would be a job for a printing company. Most special needs can be accommodated by prior arrangement. MATTER is particularly sensitive to conference room use in this regard. “Normal use” is defined as any meeting shorter than two hours that does not immediately follow, or is followed by, another reservation for the same room. Any reservation that remains vacant after the first 10 minutes of the time slot will be voided and opened for others to use freely. Conference rooms should not be used for private phone calls; phone rooms are provided for this purpose. MATTER asks that Select Members schedule long meetings at the beginning or at the end of the day and not during peak business hours. More liberal usage after business hours and on weekends is fine. In no event shall a Member use the Ethernet/internet for any unlawful or illegal purpose, or for viewing pornography.
d. Decorum. Select Member or Space User shall maintain, at their sole cost and expense, the Assigned Space by MATTER in good condition and shall be responsible to pay for all necessary replacements and repairs to the Assigned Space by MATTER. Member shall not harm or damage in any way the Space or any part thereof, commit waste, create nuisance (including bothering their neighbors or other members at the Space), make any use of the Space which is offensive in MATTER’s sole opinion, nor do any act which would, in MATTER’s sole opinion, tend to injure the reputation of MATTER. Select Member agrees not to send unsolicited commercial email (spam) using MATTER’s network, and to cooperate fully when requested by MATTER to remove viruses, worms, Trojans, bots and other malware from their computer systems. To minimize interference with the common wireless data and voice network(s) MATTER provides for the use of all permitted members and guests of the Space, Select Member agrees that they will not set up an independent wireless network at the Space without prior consultation and approval from MATTER. Select Member shall not make any alterations or additions, nor permit the making of holes in the Space’s walls, partitions, ceilings or floors, nor permit the painting or placing of exterior signs, placards, promotions or other advertising media, banners, pennants, awnings, aerials, antennas, or the like in or about MATTER under any circumstances without the prior written consent of MATTER. Select Member shall comply with all laws, ordinances, orders and regulations affecting Member’s or Space User’s business and this Agreement. Member acknowledges that no trade or occupation shall be conducted in the Space or use made thereof, which will be unlawful, improper or offensive, or contrary to any law or any municipal by-law or ordinance in force in the City of Chicago.
e. Relocation and Revocation of Assigned Space. The Assigned Space by MATTER may be relocated within the Space at any time by MATTER, with no liability to MATTER. Select Member or Space User acknowledges that no exclusive rights or use have been granted or given to it by MATTER or MATTER’s agents or employees. This Agreement does not grant any exclusivity rights to Member. MATTER shall have the right to provide space at MATTER to anyone it chooses.
f. MATTER Access to Assigned Space. The Select Member or Space User acknowledges that MATTER’s active management of the Space necessitates that MATTER be able to access the Assigned Space by MATTER, without advance notice, in order to provide services to the Assigned Space by MATTER, view the condition of the Assigned Space by MATTER, make alterations and repairs and so forth. MATTER will make reasonable efforts to ensure that such visits do not disrupt Select Member’s operations.
g. Visitor Policy. Select Members and Space Users are permitted to invite guests or visitors (“Visitors”) to Space. Visitors are required to check in on each visit using the established check-in method at the MATTER reception area. Any guest of Select Member, unless attending a meeting with Select Member and said visitor vacates MATTER after the meeting concludes, is required to purchase a separate Space Access pass for themselves. A Day Pass may be purchased in advance of the visit or on-site upon check-in. Failure of a Vistor and/or Select Member to abide by these rules may result in the immediate and indefinite suspension of Visitor’s and/or Select Member’s privileges and access to Space.
h. Keycards. Select Members and Space Users are responsible for their keycard once provided, as well as those temporary keycards provided for their own Visitors. A $20 fee will be assessed in the event a keycard is lost or not returned.
i. Events. Only Select Members with a valid and active Membership are permitted to host events at MATTER with prior notice and agreement for each event. Select Member is expected to abide by the event policy defined in MATTER’s policies document.
4. Non-Liability of MATTER. MATTER shall not be liable to Member for damages or otherwise for any delay or cessation in the commencement or continuance of Member’s business operations. MATTER’s only obligation under this Agreement is to perform the obligations prescribed to it pursuant to this Agreement.
5. Indemnification. Member and Space User hereby agree to indemnify, defend and hold MATTER and Merchandise Mart L.L.C., their respective managers, employees, agents, contractors, lessees, parents, subsidiaries, affiliates and the successors or assigns of any of the above mentioned parties (collectively, “MATTER Indemnitees”) harmless from and against any and all claims, actions, liens, demands, expenses and judgments for loss, damage or injury to property or persons in any way connected with, the conduct or management of Member’s or Space User’s business, or otherwise arising from this Agreement or Member’s and Space User’s activities hereunder, including all costs, expenses and attorney’s fees. Member and Space User shall also indemnify MATTER for all costs, expenses and attorney’s fees incurred by MATTER to enforce this indemnity.
6. Waiver. MATTER shall not be responsible or liable for, and Member or Space User hereby expressly waives, any and all claims against MATTER and MATTER Indemnitees for injury to persons or damage to Member’s or Space User’s property, regardless of the cause and in the event of casualty or condemnation. Member’s or Space User’s property located anywhere in the Space shall be there at Member’s or Space User’s sole risk. MATTER and MATTER Indemnitees shall not be liable for, and Member or Space User waives, all claims for loss or damage to Member’s or Space User’s business or damage to persons or property sustained by Member or Space User or any person claiming by, through or under Member or Space User resulting from any accident or occurrence anywhere in, on or about the Space, including, without limitation, claims for loss, 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 steam pipes, stairs, porches, railings 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, skylight, trap door, stairs, doorways, windows, walks or any other place upon or near the Space; (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 Space 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; (xi) any injuries resulting from the presence, exposure or consumption of food and beverages on the premises; (xii) or any other cause of any nature.
7. Default. If Member or Space User: (i) fails to perform any of the terms, conditions or covenants of this Agreement, including without limitation, failure to pay the Monthly Fees timely; or (ii) becomes bankrupt or insolvent or files any debtor proceedings, or takes or has taken in any state a petition in bankruptcy or insolvency or for reorganization or for the appointment of a receiver or trustee of all or a portion of Member’s or Space User’s property, or makes an assignment for the benefit of creditors, or petitions for or enters into an arrangement, MATTER, besides having the right to immediately revoke this Agreement without serving notice to Member or Space User, shall have the immediate right to remove Member or Space User access to startup incubation services, remove Member or Space User and any persons claiming rights under Member or Space User and their property from the Space, lock and bar Member or Space User and all persons claiming rights under Member or Space User from doing business in MATTER, and all other remedies available to MATTER at law and in equity, including but not limited to the recovery of all amounts and other sums payable to MATTER under this Agreement. Any time MATTER reasonably believes a Member or Space User has vacated or abandoned the Assigned Space by MATTER, MATTER may deem Member’s or Space User’s Assigned Space to be vacant, MATTER may pack up and remove Member’s or Space User’s belongings, and MATTER may redeploy the Assigned Space to another Member or Space User. If Member or Space User has not given formal notice of termination, MATTER will deem that Member’s or Space User’s notice was given on the date that MATTER makes the above determination. MATTER will use its best efforts to inform the responsible parties of this action. All rights and remedies of MATTER herein or at law are cumulative.
8. Assignment. Member or Space User shall not sell, assign, mortgage, pledge, sublicense, grant concessions or transfer this Agreement or any interest therein, without MATTER’s prior written approval, which may be withheld at MATTER’s sole and absolute discretion.
9. Subordination. Member’s or Space User’s rights under this Agreement shall be subject and subordinate at all times to: (i) all ground leases or underlying leases that may now exist or hereafter be executed affecting either or both of the Assigned Space by MATTER and the Space; and (ii) any mortgage or deed of trust that may now exist or hereafter be placed upon all or any portion of the Space or any ground leases or underlying leases for the benefit of MATTER. Termination of MATTER’s lease with Merchandise Mart L.L.C. will terminate this Agreement and all of MATTER’s obligations to the Member or Space User, unless prior written notice is provided by MATTER to Member or Space User of a new lease location for Space access and agreement to transfer of Member’s or Space User’s Assigned Space.
10. Entire Agreement. This Agreement contains all the covenants, promises, agreements, conditions and understandings between MATTER and Member or Space User. This agreement supersedes all other agreements between MATTER and Member or Space User with the exception of any pre-existing office agreements between MATTER and Member or Space User.
11. Fees. Member or Space User shall reimburse MATTER for all reasonable expenses and attorneys’ fees and disbursements that MATTER incurs in connection with a breach or default by Member or Space User under this Agreement or enforcement of any provision or covenant of this Agreement against Member or Space User, regardless whether suit is commenced or judgment is entered.
12. Choice of Law. This Agreement shall be governed by, construed, and enforced in accordance with the laws of the State of Illinois without application of its conflict of laws principles.
13. Operating Permits. If there are any licenses, authorizations or permits required by any governmental agency or authority for the conduct of Member’s or Space User’s business at the Assigned Space by MATTER, Member or Space User shall be responsible for obtaining them at Member’s or Space User’s expense. Member or Space User shall not conduct any unlawful activities in or upon any part of the Space or any part thereof. Unless expressly permitted by MATTER, the consumption or sale of alcoholic beverages in, at or from the Assigned Space by MATTER shall not be permitted.
14. Expectations. Member or Space User, in MATTER’s sole discretion of evaluation, shall operate its business in a first class and reputable manner and shall operate its business continuously and uninterruptedly while this Agreement is in effect. Member or Space User and any member of their organizations or Visitors coming into contact with MATTER, other Members, or other Space Users are expected to conduct themselves with decorum and to behave in a civilised and respectful manner appropriate for a professional setting.
15. Surrender. Member or Space User shall at the termination or revocation of this Agreement remove its goods and effects, repair damage caused by such removal to the Assigned Space by MATTER and peaceably yield up the Assigned Space by MATTER in clean and in good order, repair and condition. Personal property of Member or Space User not removed after termination of this Agreement within 48 hours shall become property of MATTER, at MATTER’s option. MATTER may pack up and remove Member’s or Space User’s belongings, and MATTER may redeploy the Assigned Space to another Member or Space User. All keycards must be turned in to MATTER personnel by close of business on the final day of membership or at the end of Space User’s contracted access to the MATTER Space.
16. Non-solicitation. Member or Space User hereby acknowledges and agrees that it shall not employ or solicit for employment any employee, agent or volunteer of any other Member, any other Space User, or MATTER employees during the Agreement Term and for a period of 12 months following termination of this Agreement. Solicit, as defined herein, does not imply responding to inquiries made by an individual. MATTER shall have no obligation to enforce this provision and in no way shall be liable to Member or Space User for any breach of this provision by any other permitted member or guest of the Space.
17. Amendments. The failure of MATTER to insist upon strict performance by Member or Space User of any of the conditions, provisions, rules and regulations, expectations and agreements in this Agreement, or to exercise any option, shall not be deemed a waiver of any of MATTER’s rights or remedies, and shall not be deemed a waiver. No part of this Agreement may be modified, changed, or supplemented, nor may any obligations or rights hereunder be waived, except by written instrument signed by both MATTER and Member or Space User.
18. Intellectual Property. Member or Space User shall not use the word “MATTER” in any name, logo or other means of identifying Member or Space User or its business without the consent of MATTER, provided, Select Member or Space User may use MATTER or the address of MATTER for mailing address purposes. MATTER may use Member’s or Space User’s name or mark on its website and other print and electronic publications for advertising and marketing purposes for the Space.
One of the benefits of MATTER membership is joining a community of healthcare thought leaders. With this benefit comes the expectation of strict confidentiality with respect to Members’ or Space User’s confidential information by members of the community. Members or Space Users may have access or visibility to materials, data, strategies, systems, or other confidential information relating to other Member’s or Space User’s products or services which is intended for internal use only. Any such information acquired by Members or Space Users shall not be used, published, or divulged by the Members or Space Users or their guests to any person, firm, or corporation or in any advertising or promotion regarding the Member’s or Space User’s products or services, or in any manner or connection whatsoever without first having obtained the written permission of the affected party, which permission each member may withhold in their sole discretion.
19. Confidential Information. Member or Space User is responsible for protecting their own confidential information. As defined herein, “confidential information” includes all non-public information or material that has or could have commercial value or other utility in a Member’s or Space User’s business. Member or Space User is responsible for taking all necessary precautions to safeguard their confidential information including any non-technical confidential information such as sales, marketing, and financial information and technical confidential information relating to a product or process such as research, development, algorithms, data, design and know-how. Since disclosure of confidential information to others, including other Members or Space Users, without a confidential disclosure agreement in place may hinder the ability of a Member or Space User to protect its intellectual property, a Member or Space User may wish to consult, at their own expense, with their attorney to determine whether certain information is confidential or not. MATTER will not be liable for any loss of confidential information of a Member or Space User by actions of any party including a Member’s or Space User’s guest, other Members or Space Users, other Members’ or Space User’s guests, etc.. Affected Members or Space Users may pursue any legal remedies at their disposal against infracting members, guests, etc. Any Member or Space User including their guests in violation of this paragraph is subject to termination of membership pursuant to paragraph 31.
20. Notices. Any notice required by any provision hereof shall be given in writing and either personally delivered or delivered by electronic mail to MATTER or Member or Space User, as the case may be, at its respective Notice Address. Every such notice shall be deemed to have been given when delivered personally, or if electronically mailed to MATTER’s or Member’s or Space User’s electronic mail address on file, when received by the recipient. Either party may designate another address for notice by providing notice to the other of its change of address pursuant to this provision.
21. HIPAA Waiver. HIPAA COMPLIANCE DISCLAIMER AND ACKNOWLEDGMENT: Member or Space User hereby acknowledges that it has been informed by MATTER that the Space and the services provided pursuant to the Agreement are not compliant with the Gramm-Leach-Bliley Act (P.L. 106-102) (15 U.S.C. Section 6809) and implementing regulations thereof (“GLB”), Health Insurance Portability and Accountability Act of 1996 and its implementing regulations set forth at 45 C.F.R. Part 160 and Part 164, Subparts A and E , and 45 C.F.R. Part 160, Part 162 and Part 164, Subparts A and C (collectively, “HIPAA”) and the Health Information Technology for Economic and Clinical Health Act, Public Law 111-005 (“HITECH”). Notwithstanding the above, Members or Space Users may at their own cost and expense and without interference to the other Member’s or Space User’s business, in MATTER’s sole but reasonable opinion, establish HIPAA and HITECH compliant procedures with respect to the operations of their business within the Space (collectively, the “Procedures”). Member or Space User acknowledges that MATTER shall not be responsible for the enforcement of the Procedures or violation of the Procedures by any other members or any other persons or occupants of the Space.
22. Survey. Member or Space User agrees to complete various surveys upon request from MATTER from time to time. If Member or Space User does not complete any of said surveys and return them to MATTER within indicated date needed for the respective survey, MATTER will have the right on written notice to Member or Space User to either (i) terminate this Agreement, or (ii) suspend any and all of Member’s or Space User’s rights under this agreement until such time as the surveys are completed and returned to MATTER.
21. Legal Disclaimer. MATTER shall have no obligation to enforce the provisions set forth in this agreement and in no way shall be liable to Member or Space User for any breach of these provisions by any other permitted member or guest of the Space. MATTER maintains the right to terminate membership if Member or Space User, or guest of Member or Space User, violates this agreement as well as amended versions.