The Village Workshop, LLC. ("Company" or "TVW"), a Michigan company, and the undersigned , the entity or person identified on the signature page of this agreement ("Member" or "Licensee"), hereby agree that the Company will provide to the Member a license to the shared The Village Workshop fabrication facilities located at 455 E. Cady St. Northville, MI. 48167. This Agreement is a Membership & License Agreement and is not a lease or any other form of tenancy agreement. The Company and Member agree as follows:
1. Duration of Agreement & Termination. This Agreement is a Membership and shall commence on the date listed below. This Agreement shall automatically renew on a month-to-month basis unless the Member chooses a temporary or one-month-only membership package.
The Member or The Village Workshop may terminate this Agreement any time with 30 days advance notice.
Notwithstanding the foregoing paragraph and notice period, The Village Workshop reserves the right to terminate access to and use of Company facilities at any time, immediately and without notice, if the Member fails to comply with any provision of this Agreement and The Village Workshop Policies and Procedures.
The Village Workshop reserves the right to amend the Policies and Procedures and Services Addendum from time-to-time and at its sole discretion. The Village Workshop will notify Member of any changes to said rules and regulations in writing and prior to such rule changes taking effect.
Upon the termination of this Agreement, Member shall thereafter have no further right to use The Village Workshop facilities in any manner and Member shall make no further use of The Village Workshop other than to remove personal items. All advance fees, if any, shall be justly prorated and returned to Member, along with any deposits, within 30 days of the termination of this agreement. Personal items must be removed from The Village Workshop within 15 days of the termination of this agreement, after which period they become property of The Village Workshop.
2. Description of Services. The Village Workshop agrees to provide Member with secured-entry access to non-exclusive, clean, well-maintained manufacturing equipment and workshop facilities, exclusive access to individual workspace if so detailed in this agreement, reasonable electrical power, and wireless internet at The Village Workshop, and range of related services as detailed in this agreement. Member's first invoice details the specific workspace(s) to be used by the Member and the corresponding service rates.
3. Member Obligations. Member shall only use the facilities in accordance with The Village Workshop Policies and Procedures. The shared facilities shall be kept in a neat, clean and attractive condition at all times. Member will not cause any damage to any part of The Village Workshop, including unreasonable or inappropriate wear on equipment or damage to the building in which The Village Workshop is located ("Building"). Member shall not disturb the use and enjoyment of the Services by any other Member of the Company or the use and enjoyment of the Building by any occupant of the Building. Member shall not use The Village Workshop facilities for any inappropriate or unlawful activity or use any material protected by intellectual property laws.
4. Fees. User agrees to make payments in the amount, form and manner as detailed in the The Village Workshop Services Addendum. Failure to make monthly payments as described will result in the termination of this Agreement and revocation of Member's license to use the facilities. In addition, Member shall pay all reasonable third party fees (attorney's fees and debt collection fees specifically included) and other costs incurred by the Company in connection with any late payments or past due amounts. All safety classes, special events, project classes, and ongoing education classes are separate additional fees and not included in membership fee unless specifically stated in a promotional package. Safety classes are required for certain areas of the shop and must be completed before member is allowed to use the shop facility.
5. Risk of Use. Member acknowledges that he/she is using the facilities at his/her own free will and decision. Member acknowledges that The Village Workshop does not have any liability with respect to Member's access, participation in, use of the facilities, or any loss resulting from such participation or use. Members requiring the signature of a legal guardian assume the same risk of any other member. Legal guardian signatories understand and accept all “Risk of Use” terms.
In consideration for Member’s participation in the activities of The Village Workshop, Member agrees to the following waiver and release:
Member acknowledges the inherent risks in the use of tools, equipment, devices, and hazardous materials of any kind commonly used in electronics construction, fabrication, software design and other technology related activities and that Member’s participation in such activities and/or use of such tools may result in injury, illness, death or damage to Member or Member’s personal property. Further, such risks and dangers may be caused by Member or guests or other Members. Finally, such injury, illness death or damage to Member or Member’s personal property, may arise from foreseeable or unforeseeable causes including, without limitation, electrocution, burns, impalement, or slip and fall injuries. Member hereby fully assumes all such risks and any others which arise because of Member’s association with The Village Workshop.
The Village Workshop and its respective board members, employees, volunteers, instructors, agents, contractors and officers shall not, to the extent permitted by law, be liable for, and the Member waives all right of recovery against The Village Workshop and such individuals for any damage or claim with respect to any injury to person or damage to, or loss or destruction of, any property of Member, its contractors, employees and invitees due to any act, omission or occurrence in or about The Village Workshop or the Building. Member agrees to indemnify, defend, protect and hold the Company and its respective board members, employees, volunteers, instructors, agents, contractors and officers harmless from and against all claims of whatever nature arising out of Member's use of the facilities and occupancy of the Company. Members are strongly encouraged to carry insurance that covers their personal equipment while using the workspace at The Village Workshop.
6. Release of Liability. Member releases The Village Workshop, its officers, agents, board members and assigns from any liability whatsoever arising out of any damage, loss or injury to Member or Member’s property while participating in any activity on the premises of The Village Workshop and/or using any equipment owned by The Village Workshop or another member or guest of The Village Workshop regardless of whether such loss or injury is as a result of negligence of The Village Workshop or its members, guests, agents and assigns, or is a result of some other cause.
7. Covenant Not to Sue. Member agrees that Member will not, under any circumstances, initiate any legal action against The Village Workshop, its members, guests, agents and assigns, nor will Member assist in the prosecution of any such legal action filed by another, arising out of an injury to the person or property of Member while participating in the activities contemplated by membership in The Village Workshop. This covenant extends to include the heirs, executors, administrators or assigns of Member.
8. Third Party Indemnification. Member indemnifies, saves and holds harmless The Village Workshop, its members, agents and assigns from any and all losses, claims, actions or proceedings of every kind and character which may be initiated by any other persons or organizations and which arise directly or indirectly from the actions of Member while engaged in the activities contemplated by membership in The Village Workshop. Member hereby acknowledges that Member has carefully read all of the provisions of this agreement, fully understands same, and voluntarily signs this document as a condition of membership in The Village Workshop.
9. Interruption of Service. Member acknowledges that due to the imperfect nature of electronic communications, electronics and utilities, The Village Workshop shall not be responsible for damages, direct or consequential, which may result for the failure of The Village Workshop to furnish any of the Services. The Company will, however, act in good faith and in a commercially reasonable manner in working to remedy any flaws in the facilities or equipment, or delays in providing access to the facilities or equipment to the Member.
10. Relationship of the Parties. Member is not an employee or contractor of the Company. The Village Workshop has no right to the work produced by Members or guests working at the Company. Members shall maintain all copyrights, patents and any other proprietary rights related to the Member's works that are created using the facilities.
11. Partial Invalidity. If any one or more of the provisions of this Agreement shall be invalid or unenforceable, the remainder of this Agreement shall not be affected, and each remaining provision shall be valid and enforceable to the fullest extent permitted by law.
12. Waiver. No delay or omission on the part of The Village Workshop in exercising any right under this Agreement shall operate as a waiver of such right or of any other right of the Company, nor shall any waiver of such right or rights on any one occasion be deemed a bar to, or waiver of, the same right or rights on any future occasion. The acceptance by The Village Workshop of any payment, or of a sum less than is due, shall not be construed as a waiver of any of the Company's rights unless such waiver is in writing.
13. THIS AGREEMENT IS NOT A LEASE AND DOES NOT CREATE OR REFLECT ANY FORM OF TENANCY OR INTEREST IN REAL PROPERTY IN FAVOR OF THE MEMBER. This Agreement is subject and subordinate to a lease by and between The Village Workshop and the owner of the Building. This Agreement shall terminate simultaneously with the termination of said lease. This Agreement shall be governed by, interpreted and enforced in accordance with the laws of the State of Michigan.
The Village Workshop Policies and Procedures
The Village Workshop strives to provide a safe, productive and fun work environment for its members. In light of this mission, we ask you to obey the following policies and procedures for working in our facility. Failure to obey these policies and procedures can make our facilities dangerous or unwelcoming to others, and such actions on your part may result in your license being terminated without notice. Please take them seriously. We reserve the right to change these policies and procedures as needed and with sufficient notice to members.
Individual Safety: Obey all posted signs and literature pertaining to safe use of our facilities. These include but are not limited to signs regarding appropriate shop clothing and protective gear, techniques for safe equipment use, material-specific precautions for equipment, and machine tool lockouts. Do not use equipment you are not comfortable with or trained to use. Our strong preference is that you not operate heavy machinery after staffed hours without a partner in the facility; operate it individually at your own risk. Default to asking for help if uncertain.
Shared Safety: In a shared and open facility like ours, it is possible for less experienced members to operate equipment dangerously without knowing it. Please stay on the lookout for unsafe behavior, and approach and offer feedback to fellow members if you believe they are working unsafely. Please notify staff immediately if you believe any piece of equipment or infrastructure to be unsafe.
Respectful Behavior: In both in-person and electronic interactions, behave respectfully, courteously, and professionally to your fellow members. No discrimination, harassment, or hate speech shall be tolerated.
Courtesy of Individual Spaces: If you are licensing space from us, please keep your individual space relatively orderly. Do not enter any individual work spaces that are not yours without explicit permission.
Courtesy of Shared Spaces: Keep noise levels to a respectful minimum for the comfort and enjoyment of those in the immediate area. No loud music, tool use or other noise will be permitted in the open rental areas without the explicit permission of the members around you. No fumes or flames are permitted in unventilated areas. Restore the shared spaces to be as clean as or cleaner than when you found them. Please respect and do not interrupt any official Village Workshop activities or classes in the shared spaces.
Guests: Non-member guests are permitted only with explicit permission from The Village Workshop. Non-member guests must adhere to all terms of service, policies, and procedures. Non-member guests may NOT use any equipment or tools in The Village Workshop without explicit permission.
Tolerance of Feedback: Please be open to constructive feedback from fellow members, especially as it pertains to safe use of our equipment and disrespectful communication or behavior.