General Terms and Conditions

Vermont Center for Emerging Technologies, Inc. Terms of Use Agreement

Vermont Center for Emerging Technologies, Inc (VCET) Terms of Use (“TOU”) is our framework for operating two accessible, vibrant, and entrepreneurial resources for our innovation ecosystem.

@BTV Consolidated Communications Technology Hub 266 Main St (2nd Floor) Burlington, VT 05401

@MIDD 5 Court St Middlebury, VT 05740

We are cultivating an environment of entrepreneurial genius, and it ain’t easy. Each and every day we (at VCET) are extraordinarily lucky to wake up and work with entrepreneurs and innovators like yourselves — to provide support that helps you grow, both as companies and as individuals. That said, it takes a special type of person to be accretive to our coworking spaces; one who respects their coworkers, space, and is willing to share knowledge freely.

This is why we are incredibly excited for you to join us! There will be a wide range of people you will meet, from current college students and entrepreneurs, to investors, mentors, and service providers (think lawyers & consultants). Each of them can take away something from a chance meeting with you. The traits we look for when adding individuals to the community are as follows:

Entrepreneurial spirit and experience Creative problem solver Active and beneficial members of the community Seriousness and focus on business execution and growth

Our coworking spaces are intended to foster collaboration among incredibly smart and motivated people. We hope that our cost structure helps you and your team grow in an affordable and flexible way. While we don’t have a maximum length of tenancy at VCET, please be aware of when you have outgrown the space or are not an active participant/contributor, then we reserve the right to make way for a new startup or individual that wants to join in your place.

It is important that you read this document carefully to understand your rights and protections, as well as ours. We hope to simplify these terms in the future. Contact sam@vcet.co if you have any questions.

Preamble VCET’s two business locations provide coworking services to startup entrepreneurs, creative freelancers, teleworkers, remote corporate teams and other “nomadic” independents. Our mission is to reduce your overhead costs while fostering professional, productive, and supportive work environments that build community around skills and ideas. The Terms of Use agreement that follows is intended to support and advance this public benefit purpose.

  1. Acceptance of Terms.

The services of the Vermont Center for Emerging Technologies (“VCET”) and its business locations at “266 Main Street, Burlington” and “5 Court Street, Middlebury” provided to you, the undersigned are subject to the following Terms of Use (“TOU”).

Members are solely and exclusively responsible for any of their Guests which may include customers, interns, investors or employees, (as examples) while on premises, and all Guests are subject to the Terms of Use as well. Guests are to be short term in nature only, visiting no more than one day per week, otherwise membership is required. VCET reserves the right to update the TOU at any time.

In the event that VCET does update the TOU, VCET will attempt to contact you to share those changes within 30 days of their enactment using the contact information provided by you in the Nexudus Member Portal and/or via the Member Slack channel.

For COVID-19 related TOU, practices, and member expectations, please see the special updates here which may be change periodically as public health and practical operating needs evolve and change.

  1. Description of Services.

VCET provides you with certain “Services” that can include access to a shared office premises that includes workstations, conference/meeting areas, and a limited kitchen area. If available, members may also pay for a private office on a first come, first serve basis. VCET also provides tools such as basic office supplies, primary internet access (no backup system if an outage occurs), limited on site printing and copying, use of VCET facilities (kitchen/bathroom), event invitations, and 24-hour keyed access. The Services at all times are subject to the TOU.

Access to these Services are generally available from 8am - 5pm, Monday - Friday, or with the use of a key card, 24 hours a day, 7 days a week.

  1. No Unlawful or Prohibited Use.

As a condition of your use of the Services, you will not use the Services for any purpose that is unlawful or prohibited by these terms and conditions or illegal. You may not use the Services in any manner that could damage, disable, overburden, or impair any Consolidated Communications, UVM, or Middlebury College server, or the network(s) connected to any Consolidated, UVM, or Middlebury server, or interfere with any other party’s use and enjoyment of any Services. You may not attempt to gain or provide unauthorized access to any Services, or accounts, computer systems or networks connected to any VCET, Consolidated Communications, UVM, or Middlebury College server or to any of the Services or to any other member’s device connected to the network, through hacking, password mining or any other means. You may not obtain or attempt to obtain any materials or information through any means not intentionally made available through the Services. Such action, if taken, represents a breach of these Terms of Use and will result in termination of this Agreement and, if necessary, legal action or referral to appropriate public authorities. In other words, keep to yourself and actively work to maintain the privacy of fellow members

You hereby represent and warrant that you have all requisite legal power and authority to enter into and abide by the terms and conditions of this TOU and no further authorization or approval is necessary. You further represent and warrant that your participation or use of the Services will not conflict with or result in any breach of any license, contract, agreement or other instrument or obligation to which you are a party.

  1. Use of Services.

You agree that when participating in or using the Services, you will not:

Use the Services in connection with contests, pyramid schemes, chain letters, junk email, spamming or any duplicative or unsolicited messages (commercial or otherwise)

Defame, abuse, harass, stalk, threaten or otherwise violate the legal rights (such as rights of privacy, harassment and publicity) of others

Publish, post, upload, distribute or disseminate any inappropriate, profane, defamatory, obscene, indecent or unlawful topic, name, material or information on or through VCET Services

Upload, or otherwise make available, files that contain images, photographs, software or other material explicitly protected by intellectual property laws, including copyright or trademark laws (or by rights of privacy or publicity) unless you own or control the rights or have received consent

Use any material or information, including images or photographs which are made available through the Services in any manner that infringes any copyright, trademark, patent, trade secret, or other proprietary right of any party

Upload files that contain viruses, Trojan Horses, worms, time bombs, cancelbots, corrupted files, or any other similar software or programs that may impair or damage the operation of another’s computer or property of another

Knowingly download any file(s) that you know cannot be legally reproduced, displayed, performed, and/or distributed in such manner

Restrict or inhibit any other user from using and enjoying the Services

Violate any code of conduct of other guidelines which may be applicable for any particular Service

Harvest or otherwise collect information about others, including email addresses, without the authorization or consent of the disclosing party

Violate any applicable laws or regulations

Create a false identity for the purpose of misleading others

Attempt to sell, share, or in any other way transfer your membership to another party or individual

Duplicate or share keys provided for member’s sole use and access to VCET services

  1. Disclosure

VCET reserves the right at all times to disclose any information about you, your participation in and use of the Services as VCET deems necessary to satisfy any applicable law, regulation, legal process or governmental request, or to edit, refuse to post, or to remove any information or materials, in whole or in part, at VCET’s sole discretion. In practice VCET will respect the privacy of its members and work hard to protect it, unless specific arrangements for the sharing of business and/or personal information has been agreed to by both the member and VCET.

  1. Confidentiality

You acknowledge and agree that during your use of the Services you may be exposed to Confidential Information. “Confidential Information” shall mean all information, in whole or in part, that is disclosed by VCET, or any participant or user of the Services or any employee, affiliate, or agent thereof, that is non-public, confidential or proprietary in nature.

Confidential Information includes, without limitation, information providing access to VCET services that include Wifi access passwords (WEP) and individual access badges. Such information also includes information about business, sales, operations, know-how, trade secrets, technology, products, employees, customers, marketing plans, financial information, services, business affairs, any knowledge gained through examination or observation of or access to the facilities, computer systems and/or books and records of VCET, any analyses, compilations, studies or other documents prepared by VCET or otherwise derived in any manner from the Confidential Information and any information that you are obligated to keep confidential or know or has reason to know should be treated as confidential.

Your participation in and/or use of the Services obligates you to:

Maintain all Confidential Information in strict confidence;

Not to disclose Confidential Information to any third parties;

Not to use the Confidential Information in any way directly or indirectly detrimental to VCET, or any other participant or user of the Services.

Respect the privacy of other members’ offices, property and desks, and all of the contents contained within, on, or around them.

All Confidential Information remains the sole and exclusive property of VCET or the respective disclosing party. You acknowledge and agree that nothing in this TOU or your participation or use of the Services will be construed as granting any rights to you, by license or otherwise, in or to any Confidential Information or any patent, copyright or other intellectual property or proprietary rights of VCET, or any participant or user of the Services.

  1. Participation In or Use of Services

You acknowledge that you are participating in or using the Services at your own free will and decision. You acknowledge that VCET and its employees do not have any liability with respect to your access, participation in, and use of the Services, or any loss of information resulting from such participation or use.

In exchange for use of Services, as a member you agree to pay the required monthly fee.

  1. Disclaimer of Warranties

To the maximum extent permitted by applicable law, VCET provides the Services “as is” and with all faults, and hereby disclaim with respect to the services all warranties and conditions, whether express, implied or statutory, including, but not limited to, any (if any) warranties, duties or conditions of or related to: merchantability, fitness for a particular purpose, lack of viruses, accuracy or completeness of responses, results, workmanlike effort and lack of negligence. Also, there is no warranty, duty or condition of title, quiet enjoyment, quiet possession, correspondence to description or non-infringement. The entire risk as to the quality, or arising out of participation in or the use of the services, remains with you.

  1. Exclusion of Incidental, Consequential and Certain Other Damages

To the maximum extent permitted by applicable law, in no event shall VCET, 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 or 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, illness, loss of personal or business income from COVID-19 , 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 of VCET, and even if VCET has been advised of the possibility of such damages.

  1. Limitation of Liability and Remedies

Notwithstanding any damages that you might incur for any reason whatsoever (including, without limitation, all damages referenced above and all direct or general damages), the entire liability of VCET 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 TOU and your exclusive remedy for all of the foregoing shall be limited to actual damages incurred by you based on reasonable reliance up to ten dollars (USD $10.00). The foregoing limitations, exclusions and disclaimers (including sections 8 and 9 above) shall apply to the maximum extent permitted by applicable law, even if any remedy fails its essential purpose.

  1. Termination.

VCET reserves the right to terminate any Service at any time and without refund of monies paid to VCET as membership dues and fees. VCET further reserves the right to terminate your participation in and use of any Services, immediately and without notice, if you fail to comply with the TOU. VCET also reserves the right to end your membership at any time with adequate notice to further its mission in serving entrepreneurs, to maintain diversity and balance among the overall membership composition and in the event that your engagement and contribution with and among the community are lacking. Your participation cannot be assumed to be a lifetime, month to month certainty.

  1. Indemnification.

You release, and hereby agree to indemnify, defend and hold harmless VCET and 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, from and against all claims, liabilities, losses, damages, costs, expenses, judgments, fines and penalties based upon or arising out of your negligent actions, errors and omissions, willful misconduct and fraud in connection with the participation in or use of the Services. You further agree in the event that you bring a claim or lawsuit in violation of this agreement, you shall be liable for any attorneys’ fees and costs incurred by VCET or its respective officers and agents in connection with the defense of such claim or lawsuit.

  1. Severability.

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

  1. Insurance.

VCET carries General Liability insurance for all of it’s locations (@UVM, @BTV, and @MIDD). Members and businesses should make best efforts at obtaining a policy that covers their personal property and their company, but at a minimum members should obtain renter’s insurance that covers their personal belongings. Members solely assume their own risks for property loss, business discontinuity, harm, damage, illness related to COVID-19 and injury to themselves, their team members/employees and Guests.

Tenancy: Acceptance as a VCET member does not create a tenancy; it fulfills a prepaid usage license to use the provided Services on a month to month basis. This license will be issued upon completion of a Membership Application and/or a Get To Know You Form, agreement to the Terms of Use, and renewed each month for memberships with consent of each party. Either party may cancel this on a month to month basis.

Fees and Refunds: Unless otherwise noted, membership fees are subsidized by VCET supporters and are as follows: $100 per person, per month. There is no proration for a partial month given the low fee. Fees are due upon invoicing receipt. If the member fails to submit payment within 30 days of the issued invoice, a $20 penalty fee will be added. Continued failure of payment can result in the immediate termination of your VCET membership license. Because space is limited and there is often a waiting list for access, VCET does not offer whole or prorated refunds. Members must inform VCET before the 1st of each calendar month if the member or its team plans to terminate. Otherwise, the member is obligated for that new month’s member fees. In the event of a temporary government or VCET required facility shutdown, related to COVID-19, there is no offer for prorated or full refunds.

VCET REGISTRATION

VCET’s spaces only work on the basis of trust, respect for each other, and a commitment to add value to the space and community of members every day. The expectations are as follows: Respect the premises and all the fine people who are part of it. We’ll work hard to support you and help market you; you can help us by sharing the love and spreading the word. Agree to our Terms of Use (Be insured; while we’ll do our best to create a safe and productive environment, we’re not responsible for your stuff. Please plan to protect yourself. Be open to events in the space. All events will be posted on the community calendar and all members and outside hosts will be giving ample warning. Help us grow. Be a part of planning discussions as best as you can and play an active role in shaping the look, feel, and vibe by sharing everything from programming ideas to governance and nitty gritty business processes.

COWORKING KARMA Here are some things to keep in mind, and practice, whilst clicking away at your keyboard, sipping coffee, talking with your team and guests, and working hard at being a courteous member of VCET:

  1. Respect Let’s all be respectful of other members, all the time. Let’s foster a professional, vibrant and creative environment. No exceptions, please.

  2. Cell Phones Use good cell phone etiquette — calls in common areas should be relatively brief and quiet. For longer, scheduled calls or if you tend to be a loud talker, find a booth or conference room, step into the stairwell, or in fair weather, take it outside.

  3. Neatness Keep surfaces in the common area neat and clutter free. Small things, like wiping your space down after eating at a table, washing your mug, or tossing papers on your way out are also a big help. If you leave the premises for more than 5 minutes, don’t leave your personal items spread out or in one of the private rooms. Pack them up and store them in a cubby. We’re Vermonters: let’s use a pack-in, pack-out mentality.

  4. Guests Guests are awesome - often they end up joining the coworking space. Please make sure all guests you invite to the space are respectful of other co-workers. If your guests are visiting a lot (i.e. working here more than once a week) and interested in joining the coworking space, don’t hesitate to introduce them to phoebe@vcet.co to discuss membership. If more than once a week, then for fairness your guest should become a dues paying member.

  5. Welcome Mat Please make room for others if/when we get crowded. Make others feel welcome by consolidating your personal items and indicating free and open space. There’s plenty of elbow room for all. Members who are here daily are welcome to leave their monitors out. If you take off for a few days, then clear out for another please. Let us know if you are in need of storage and please use space near the printer area.

  6. Printing and Office Supplies Printing is to be used at a low volume only. VCET keeps a small collection of office supplies, but members are encouraged to bring their own for regular use and use outside places like UPS for print runs, etc. We’re a nonprofit offering obscenely low member fees and color printing is expensive! Thanks!

  7. Kitchen The kitchen is available for all VCET members. Please take a moment to clean the kitchen immediately after use and load dirty dishes into the dishwasher. We all need to chip in here. At the end of the day (or start) please load and run the dishwasher. Take your Tupperware home, and don’t leave old food in the fridge.

  8. Private Rooms Private rooms and conference rooms are meant to be shared throughout the day. Please do not camp out in a room all day by yourself. Be courteous to others and clear out. And if you leave for lunch or meetings, then please clear out so that others may utilize. The open working space counts on many people going in and out of the rooms throughout the day.

  9. Dogs and Parrots As hard as it is for us to accept, doggies and talking birds are not welcome at VCET. Please find alternative options for your furry and feathered friends.

  10. Parking This varies by location. In general, VCET does not offer parking as part of its Services For @BTV, we recommend members park at the spaces and meters out front, in the residential neighborhoods to the south, or in one of the many city lots or garages. For @BTV, the Consolidated parking lot behind the building is NOT available for member parking at any time.

  11. Lactation Room There is a designated lactation room at VCET @ BTV location. The Mother’s Room for nursing mothers can be reserved ahead of time and locked for privacy.

  12. Accessibility Entrances VCET @ BTV is equipped with an elevator entrance at the rear of the building which requires members to meet and escort their guests. Please feel free to use and don’t hesitate to ask for assistance. The other floors and non-VCET spaces within the Consolidated building are off limits to VCET members. We don’t want to accidentally break the internet. @MIDD has an accessible entrance as well. Each does require a member to greet and escort any guests requiring access assistance.

  13. Security All VCET premises are generally locked and/or have access controlled by a third party such as Consolidated and Middlebury College. Do not let anyone into the premises without seeing his/her/their badge first. Everyone coming to VCET should call the person they are here to see to let them in. If you know the person that they are here to see and you’d like to escort them, then they are your responsibility. When in doubt, it is always appropriate to ask who someone is here to see. Members and individuals are responsible for any equipment and belonging losses. Security is a team sport, so let’s all help out.

  14. COVID-19 Practices and Protocols: Times have changed and we all are making changes in personal habits, business practices and how we interact with one another. Guidelines and practices for safety, sanitation, interaction and sharing spaces are evolving. VCET has filed a state plan as required and has communicated to all Members a phased reopening roadmap. Best efforts will be made to adhere to these new guidelines and operating practices by VCET and Members alike. We are in this together and will all need to be vigilant, adaptable, cautious, responsible, understanding, and helpful to one another for collective well being and ongoing success of our shared spaces and community. View our list of changes and guidelines at: [https://docs.google.com/document/d/1mdAqToiaFyyRDWAHpdqul1vipfDTcqLsn3z9SaKTfI4/edit?usp=sharing]

  15. Special Requests If you have any special requests or considerations, please contact Sam Roach-Gerber: sam@vcet.co or 413-519-6251.

Contact Information All questions, concerns, and clarification regarding these Terms of Use should be directed to VCET, care of: Samantha Roach-Gerber and/or David Bradbury. Contact details are:

VCET 23 Mansfield Avenue Burlington, VT 05405

Phoebe Lo phoebe@vcet.co 802-495-9808

Samantha Roach-Gerber sam@vcet.co 413-519-6251

David Bradbury david@vcet.co 802-253-6843

*NOTE: Completion of VCET’s Pre-Registration Application ( or “Get to Know You Form”) and accepting VCET’s Terms of Use does not ensure membership, it simply fulfills your eligibility to be considered. Not everyone will be accepted for entry.

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