PLEASE READ THE FOLLOWING TERMS OF SERVICE CAREFULLY. BY CLICKING “ACCEPT” OR USING OUR SPACE AND SERVICES, YOU HEREBY AGREE TO BE BOUND BY THE TERMS AND CONDITIONS CONTAINED IN THIS AGREEMENT.
The Mill LLC ("The Mill") seeks to provide a shared, community-driven workspace for location-independent workers, entrepreneurs and early-stage startup companies.
1. Acceptance of Terms.
The services The Mill provides are subject to the terms and conditions as set forth in this Agreement (the “Agreement”). The Mill reserves the right to update the Agreement at any time. The Mill will attempt to contact you to notify you of any updates within 30 days of their enactment.
2. Description of Services.
Depending on your membership level, The Mill will provide you with access to office space, work-stations, Internet access, conference space, knowledge resources, and all other services that may be offered from time to time, including, without limitation, member-related events held off-site (collectively as, “Services”). The Services at all times are subject to the Agreement.
3. 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, conditions and notices. You may not use the Services in any manner that could damage, disable, overburden, or impair The Mill or the individual businesses of its membership. You may not obtain or attempt to obtain any materials or information through any means not intentionally made available through the Services. 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 Agreement 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.
4. 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 message (commercial or otherwise);
- Defame, abuse, harass, stalk, threaten or otherwise violate the legal rights (such as rights of privacy 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 The Mill Services;
- Upload, or otherwise make available, files that contain images, photographs, software or other material protected by intellectual property laws, including, by way of example, and not as limitation, copyright or trademark laws (or by rights of privacy or publicity) unless you own or control the rights thereto or have received all necessary consent to do the same;
- 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 damage the operation of another’s computer or property of another;
- Download any file(s) that you know, or reasonably should 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 (including the community rules established by the collective membership & leadership of The Mill);
- 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; and
- Create a false identity for the purpose of misleading others.
5. Disclosures Required By Law.
The Mill reserves the right at all times to disclose any information about you, your participation in and use of the Services as The Mill 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, in The Mill’s sole discretion.
You acknowledge and agree that during your participation in and 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 The Mill or any participant or user of the Services or any employee, affiliate, or agent thereof, that is nonpublic, confidential or proprietary in nature.
Confidential Information also includes, without limitation, 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 The Mill, any analyses, compilations, studies or other documents prepared by The Mill 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 The Mill or any participant or user of the Services.
All Confidential Information remains the sole and exclusive property of The Mill or the respective disclosing party. You acknowledge and agree that nothing in this Agreement 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 The Mill or any participant or user of the Services.
7. 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 The Mill does not have any liability with respect to your access to Services, participation in Services, use of the Services, or any loss of information resulting from such access, participation, or use. In the event of any interruption of Services, The Mill shall not be liable for, and you hereby release any claim against The Mill as a result of such interruption. The Mill shall notify User prior to any anticipated Service interruption and shall diligently prosecute the repair or maintenance to completion.
You shall, during and after the participation in and use of the Services, refrain from making any statements or comments of a defamatory or disparaging nature to any third party regarding The Mill, or any of The Mill’s officers, directors, employees, personnel, agents, policies, services or products.
The Mill will carry Liability and Business Personal Property insurance. As a user, it is strongly suggested that you carry a Renters Insurance policy to cover your own equipment while using our space. The Mill does not maintain insurance to cover any of your personal property or personal injury. The Mill is not responsible to you or any guest for, among other things, damage or loss of personal property or personal injury due to fire, smoke, rain, flood, water and pipe leaks, hail, ice, snow, lightning, wind, explosions, earthquake, interruption of utilities, theft, hurricane, negligence of other users or guests, or vandalism, unless otherwise required by law. You are responsible for maintaining your own personal property and liability insurance.
10. Disclaimer of Warranties.
To the maximum extent permitted by applicable law, The Mill provides the Services “as is” and with all faults, and hereby disclaims with respect to the Services all warranties and conditions, whether express, implied or statutory. 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.
11. Exclusion of Incidental, Consequential and Certain Other Damages.
To the maximum extent permitted by applicable law, in no event shall The Mill or its affiliates and their respective officers, directors, employees, agents and representatives be liable for any lost profits, damage to business, or any form of special, indirect or consequential damage on account of any breach or default under this Agreement.
12. Limitation of Liability.
The Mill shall not be liable for any property damage which may be sustained by you or any other person, as a consequence of the failure, breakage, leakage, inadequacy, defect or obstruction of the water, plumbing, steam, sewer, waste or soil pipes, roof, drains, leaders, gutters, valleys, downspouts, or the like or of the electrical, gas, power, conveyor, refrigeration, sprinkler, air conditioning or heating systems, elevators or hoisting equipment; or by reason of the elements or the presence of dust, allergens or mold; or resulting from the carelessness, negligence or improper conduct on the part of any other user or guest; or attributable to any interference with, interruption of or failure of any services to be furnished or supplied by The Mill.
13. City Business License.
By signing this agreement, you also acknowledge a lawful requirement of the City of Wilmington, that all businesses with a physical address within the city limits are required to have a city business license. Although it will not require it, in order to verify the proper certification of all its members, The Mill reserves the right to request such a license at any time during the term of this Agreement.
14. Governing Law.
This Agreement shall be governed by the laws of the State of Delaware.
You release, and hereby agree to indemnify, defend and save harmless The Mill and its affiliates and their respective officers, directors, employees, agents and representatives 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, access to, 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 The Mill or its respective officers, leadership, and agents in connection with the defense of such claim or lawsuit.
In the event that any provision or portion of this Agreement is determined to be invalid, illegal or unenforceable for any reason, in whole or in part, the remaining provisions of this Agreement shall be unaffected thereby and shall remain in full force and effect to the fullest extent permitted by applicable law.
17. Entire Agreement; Amendment; Assignment.
This Agreement constitutes the entire agreement between the parties relating to the matters discussed herein and supersedes all prior oral discussions and/or written correspondence, understandings, communication or agreements between the parties. This Agreement may be amended or modified only with the mutual written consent of the parties. Neither this Agreement nor any right granted hereunder shall be assignable or otherwise transferable. This Agreement is not, however, intended to limit any rights that The Mill may have under any other laws that may apply to the subject matter of this Agreement both during and after the term of this Agreement.
18. Payment; Access Cards; Damages; Termination.
In consideration of the Services, User shall pay to The Mill a monthly non-refundable fee (as determined by your membership level), pro-rated for any partial month. Such Monthly Fee shall be set up for automatic credit card payment as of the first day of each month and may only be cancelled by User upon prior written notice received by The Mill at least five (5) business days prior to the end of the month in order to avoid being charged the Monthly Fee for next month.
The Mill will provide User with an access card to allow access to the elevator and entry door. If your membership level allows you access to a private office you will also receive a key to that office. Your credit card will automatically be charged Ten Dollars ($10.00) for an access card activation fee. The fee to replace an access card is Ten Dollars ($10.00); the fee to replace an office key is Twenty Dollars ($20.00). All replacement fees will be automatically charged to your credit card.
User further hereby authorizes The Mill to automatically charge its credit card for all costs, Services and/or amenities provided to User that are not otherwise included in its Monthly Fee, and for any and all damages to The Mill, The Mill’s property, or the property of any other member which is caused by User (and/or its employees, guests, invitees, etc).
The Mill reserves the right to terminate this Agreement, including any Services, at any time. The Mill further reserves the right to terminate participation in, access, and use of any Services, immediately and without notice, if you fail to comply with the terms and conditions contained herein. User may terminate this Agreement and the use of The Mill Services at any time; provided, however, that proper notice, as set forth above, must be received by The Mill at least five (5) business days prior to the end of the month in order to avoid being charged the Monthly Fee for next month.
Information We Collect
20. Return of Possession; Removal of Personal Property.
Upon the expiration or earlier termination of this Agreement, all personal property of User which shall remain on the Property shall be deemed to have been abandoned by User and may be retained by The Mill as The Mill’s property or be disposed of, without liability to User, in such manner as The Mill may deem fit.
Any notice, demand, statement or other communication which under the terms of this Agreement or under any statute or law must or may be given shall be given by hand delivery to the respective parties or by registered or certified mail, return receipt requested, or by reputable private overnight delivery service, addressed to The Mill at 1007 Orange Street, Wilmington, Delaware 19801, or the User at the address provided by User in its profile. Any such notice, demand, statement or other communication shall be deemed to have been given or made upon hand delivery or three (3) business days after being deposited, postage paid, in the U.S. Mail, or delivered, charges prepaid or charged to sender to a reputable private overnight delivery service, as the case may be.