Terms of Services

Trailhead Terms of Service

Standard Membership Agreement

STANDARD MEMBERSHIP AGREEMENT

This STANDARD MEMBERSHIP AGREEMENT (this “Agreement”) dated as of (date of membership sign up) is entered into by and between Actuate Boise, Inc., an Idaho nonprofit corporation doing business as Trailhead (“Trailhead”), and you (“Member”). 

Trailhead provides a shared, community-driven co-workspace and certain services to persons and entities for a fee. Member seeks to use Trailhead’s co-workspace, and certain services which Trailhead offers for a fee.

We may supply different or additional terms in relation to some of the Services (defined below), including charging fees for the Services, and those different or additional terms become part of your agreement with Trailhead if you use those Services. If there is a conflict between this Agreement and the additional terms, the additional terms will control for that conflict.

BY CLICKING “AGREE” ACKNOWLEDGING YOUR ACCEPTANCE OF THIS AGREEMENT, MEMBER: (A) AGREES TO THESE TERMS, INCLUDING THE INDEMNIFICATION OBLIGATIONS IN SECTION 6, THE WARRANTY DISCLAIMERS IN SECTION 10, EXCLUSIONS IN SECTION 11, AND THE LIMITATION OF LIABILITY IN SECTION 12; AND (B) YOU REPRESENT AND WARRANT THAT YOU ARE (I) 18 YEARS OF AGE AND, (II) IF YOU ARE ENTERING INTO THESE TERMS AND ACCESSING AND USING THE SERVICES ON BEHALF OF A CORPORATION, GOVERNMENTAL ORGANIZATION, TRIBE, OR OTHER LEGAL ENTITY, YOU HAVE THE RIGHT, POWER, AND AUTHORITY TO BIND SUCH CORPORATION, GOVERNMENTAL ORGANIZATION, TRIBE, OR OTHER LEGAL ENTITY. IF MEMBER DOES NOT AGREE TO THESE TERMS, DO NOT USE OUR SERVICES.  

If you have any questions about this Agreement or the Services, please contact us at INFO@TRAILHEADBOISE.ORG.

  1. Description of Services; Acceptance of Terms. 

Trailhead will provide Member with access to office space, internet access, meeting space, knowledge resources, events, and other services as Trailhead may provide from time to time (collectively “Services”) all located at 500 S. 8th Street, Boise, Idaho (the “Premises”). Member agrees to use the Services subject to the terms of this Agreement and to abide by Trailhead’s Code of Conduct, a copy of which is attached hereto as Exhibit A (the “Code of Conduct”). Trailhead retains the right to update, amend and/or change the Code of Conduct at any time without prior notice to Member.

  1. Use of Services and Premises. 

This Agreement does not create a tenancy, but a prepaid usage license to use the Services and the Premises on a monthly or casual basis. Member agrees, when participating in or using the Services or Premises, Member will not:

  1. Disturb other members or licensees or interfere with their right to use the Premises and the Services;  
  2. Listen to radios and other such equipment except with headphones and will conduct phone conversations quietly or use the phone room ensuring that all noise that might disturb other members be kept to a minimum;  
  3. Abuse the meeting room policy, a copy of which is attached hereto as Exhibit B, and will pay an additional fee for its use;  
  4. Lend keys or give codes to anyone; 
  5. allow a nonmember to use the space unless accompanied by Member; will be responsible for your guests’ actions at all times;  
  6. Bring pets into the Premises at any time;  
  7. Bring bicycles into the Premises without Trailhead’s permission; 
  8. Place any signs or lettering anywhere in the Premises or the building;
  9. Keep any flammable or hazardous substances in the Premises;
  10. Spam, post or download files that Member knows or should know are illegal or that Member has no rights to; access any other device connected to the Trailhead network or the Internet that Member does not have permission to access;
  11. Defame, abuse, harass, stalk, threaten or otherwise violate the legal rights (such as rights of privacy and publicity) of others;
  12. Publish, post, upload, distribute or disseminate any inappropriate, profane, defamatory, obscene, indecent or unlawful topic, name, material or information on or through Trailhead servers;
  13. 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 person;
  14. Upload files that contain viruses, Trojan Horses, Worms, time bombs, candlebots, corrupted files, or any other similar software or programs that may damage the operation of another’s computer or property of another;
  15. Restrict or inhibit any other Member from using and enjoying the Services;  
  16. Violate any code of conduct or other guidelines which may be applicable for any particular Service or the Premises, including the Code of Conduct and any building rules for the Premises;
  17. Use the name “Trailhead” or use photographs or illustrations of the Premises or Services, or any trademarks, logos or other identifiers of Trailhead in any advertising, publicity or other purpose without Trailhead’s prior written consent;  
  18. Harvest or otherwise collect information about other Trailhead members or Trailhead, including email addresses, without the authorization or consent of the disclosing party; and
  19. Violate any applicable laws or regulations.
  20. Invoicing and Payment.

Member is automatically invoiced monthly or by applicable term in advance based on its membership option. By selecting a membership option, the Member agrees to be responsible for making monthly payments throughout the entire commitment term associated with the chosen membership option. Member will provide Trailhead with a credit card or debit card number from a card issuer acceptable to Trailhead in order to activate use of the Services and access the Premises. Member hereby authorizes Trailhead to charge and/or place a hold on Member’s credit or debit card with respect to any charges for the Services based upon Trailhead’s fee schedule then in effect, a current copy of which is attached hereto as Exhibit C. Member authorizes the issuer of the card to pay any amounts described herein without requiring a signed receipt, and Member agrees that this Agreement is to be accepted as authorization to the issuer of the card to pay all such amounts. Member authorizes Trailhead to continue to attempt to charge and/or place holds with respect to all sums described herein, or any portion thereof, to Member’s card until such amounts are paid in full. Member agrees to provide Trailhead with updated card information upon request and at any time the information previously provided is no longer valid. Payment for casual usage of the meeting room is paid upon booking the room. If any payment pursuant to this Agreement is not made on time, Trailhead may immediately terminate this Agreement.

Member acknowledges and agrees that Trailhead will have no liability whatsoever for any non-sufficient funds or other charges incurred by Member as a result of such attempts to charge and/or place holds on, Member’s credit or debit card. In the event that Member is enrolled, or later enrolls, in an automatic payment or electronic funds transfer plan, Member agrees that all sums for the Services may be charged, at Trailhead’s option, to the account number provided for such automatic payment or electronic funds transfer plan. When payment is made by credit or debit card, payment will also be subject to the terms and conditions established by the credit or debit card issuer. If there is any dispute as to a charge, Member shall promptly bring such dispute to the attention of Trailhead, but in no event later than the maximum number of days permitted by the credit or debit card processing agreement (and if none is stated, then sixty (60) days after the earlier of written confirmation from Trailhead or the posting on Member’s card statement), and otherwise in compliance with applicable law and credit or debit card agreements if such provide more favorable rights to Member.

  1. Cancellation Policy
    1. Cancellation Procedure; Communication: Member may cancel its membership by providing written notice to Trailhead, either via email to info@trailheadboise.org or in person at the Trailhead office. The effective date of cancellation will be the date when Trailhead receives the written notice. All communication related to membership cancellation should occur through official channels and contact information provided by Trailhead.
    2. Membership Term: Trailhead offers various membership terms, including 1-month, 3-month, and 6-month options. Member is committed to the term it selects:
      1. Monthly Membership: If Member has a 1-month membership, it may cancel at any time. The cancellation takes effect at the end of the current billing cycle.
      2. Term Membership: If Member has a 3-month or 6-month membership, it must complete the full term. Cancellation is not permitted until the end of the committed term.
    3. Refunds: For monthly memberships, no refunds will be provided for the current month. For term memberships, in the case of termination by Trailhead in accordance with this Agreement, a prorated refund for the unused portion of the current term may be issued (at Trailhead’s sole discretion). Cancellation will be effective at the end of the current billing cycle.
    4. Changes: Trailhead may update this cancellation policy at any time without prior notice. Member is bound by the terms in effect at the time of cancellation.
  2. No Unlawful or Prohibited Use. 

As a condition of Member’s use of the Services, Member will not use the Services for any purpose that is unlawful or prohibited by the terms, conditions and notices contained herein. Member may not use the Services in any manner that could damage, disable, overburden, or impair any Trailhead server, or the network(s) connected to any Trailhead server, or interfere with any other person’s use and enjoyment of any Services. Member may not attempt to gain unauthorized access to any Services, or accounts, computer systems or networks connected to any Trailhead server or to any of the Services, through hacking, password mining or any other means. Member may not obtain or attempt to obtain any materials or information through any means not intentionally made available through the Services. Member hereby represents and warrants that it has all requisite legal power and authority to enter into and abide by the terms and conditions of this Agreement and Code of Conduct and no further authorization or approval is necessary. Member further represents and warrants that its participation in 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 Member is a party. 

  1. Information Disclosure. 

Trailhead reserves the right at all times to disclose any information about Member and its participation in and use of the Services as Trailhead deems necessary to satisfy any applicable contract, law, regulation, legal process or governmental request. In addition, Trailhead reserves the right at all times to edit, refuse to post or to remove any information or materials, in whole or in part, in Trailhead’s sole discretion. 

  1. Confidentiality.

Member acknowledges and agrees that during its participation in and use of the Services and the Premises, Member may be exposed to Confidential Information. “Confidential Information” means all information, in whole or in part, that is disclosed by Trailhead or any other member or user of the Services or the Premises, 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, knowhow, 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 Trailhead, any analyses, compilations, studies or other documents prepared by or on behalf of Trailhead or otherwise derived in any manner from the Confidential Information and any information that Member is obligated to keep confidential or which Member knows or has reason to know should be treated as confidential.

Member’s participation in and/or use of the Services and Premises obligates Member to: (i) maintain all Confidential Information in strict confidence; (ii) not disclose Confidential Information to third parties; and (iii) not use Confidential Information in any way directly or indirectly detrimental to Trailhead or any other member or user of the Services or the Premises.

All Confidential Information remains the sole and exclusive property of Trailhead or the respective disclosing party.  Member acknowledges and agrees that nothing in this Agreement, or Member’s use of the Services or the Premises, will be construed as granting any rights to Member, by license or otherwise, in or to any Confidential Information or any patent, copyright or other intellectual property or proprietary rights of Trailhead or any other member or user of the Services or the Premises.  This Section 7 will survive the expiration or earlier termination of this Agreement.

  1. Participation in or Use of Services. 

Member acknowledges that it is participating in or using the Services at its own free will and decision. Member acknowledges that Trailhead does not have any liability with respect to Member’s access, participation in, use of the Services, or any loss of information resulting from such participation or use, including any advice or information provided by any third parties in connection with the Services. 

  1. Compliance with Laws and Agreements.

Member agrees to comply with all applicable laws, ordinances, and codes of federal, state and local governments. Member shall abide by all terms of that certain Entrepreneurship Consulting Agreement dated May 18, 2020, as amended (the “Consulting Agreement”), and that certain Office Lease attached to the Consulting Agreement (the “Lease”). Member agrees that it’s use of the Premises will not extend beyond this Agreement, the Consulting Agreement or the Lease.

  1. Disclaimer of Warranties. 

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, TRAILHEAD 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, 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, 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 MEMBER. 

  1. Exclusion of Incidental, Consequential and Certain Other Damages. 

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL TRAILHEAD OR ITS AFFILIATES AND THEIR PAST, PRESENT AND FUTURE DIRECTORS, 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, 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 FAULT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, BREACH OF CONTRACT OR BREACH OF WARRANTY OF TRAILHEAD OR ITS SERVICE PROVIDERS, AND EVEN IF TRAILHEAD HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. BECAUSE SOME STATES/JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO MEMBER. 

  1. Limitation of Liability and Remedies. 

NOTWITHSTANDING ANY DAMAGES THAT MEMBER MIGHT INCUR FOR ANY REASON WHATSOEVER (INCLUDING, WITHOUT LIMITATION, ALL DAMAGES REFERENCED ABOVE AND ALL DIRECT OR GENERAL DAMAGES), THE ENTIRE LIABILITY OF TRAILHEAD AND ITS AFFILIATES, AND THEIR PAST, PRESENT AND FUTURE DIRECTORS, OFFICERS, AGENTS, SHAREHOLDERS, MEMBERS, REPRESENTATIVES, EMPLOYEES, SUCCESSORS AND ASSIGNS UNDER ANY PROVISION OF THIS AGREEMENT, AND MEMBER’S EXCLUSIVE REMEDY FOR ALL OF THE FOREGOING, SHALL BE LIMITED TO ACTUAL DAMAGES INCURRED BY MEMBER BASED ON REASONABLE RELIANCE UP TO ONE HUNDRED DOLLARS (USD $100.00). THE FOREGOING LIMITATIONS, EXCLUSIONS AND DISCLAIMERS (INCLUDING SECTIONS 10 AND 11 ABOVE) SHALL APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EVEN IF ANY REMEDY FAILS ITS ESSENTIAL PURPOSE. 

  1. Termination. 

Trailhead reserves the right to terminate this Agreement and any Services at any time for any reason. Trailhead further reserves the right to terminate this Agreement and Member’s participation in and use of any Services, immediately and without notice, if Member fails to comply with the Code of Conduct or this Agreement. 

  1. Non-Disparagement. 

Member 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 Trailhead, or any of Trailhead’s officers, directors, employees, personnel, agents, policies, services or products, other than to comply with applicable law. 

  1. Indemnification. 

Member releases, and hereby agrees to indemnify, defend and save harmless, Trailhead and its affiliates, present and future directors, officers, agents, members, representatives, employees, successors and assigns (each an “Indemnitee”), jointly and individually, from and against all claims, liabilities, losses, damages, costs, expenses, judgments, fines and penalties based upon or arising out of Member’s or Member’s guests’ negligent actions, errors and omissions, willful misconduct and fraud in connection with the participation in or use of the Services or the Premises, including any liability of Trailhead under Section 8 of the Consulting Agreement. Member shall be liable for any attorney’s fees and costs incurred by any Indemnitee in connection with the defense of any claim or lawsuit arising from Member’s violation of this Agreement or the Code of Conduct. 

  1. Severability. 

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

  1. Insurance.

As required by the owner of the Premises, Trailhead carries Liability and Business Personal Property insurance. As a user of the Premises, Member is strongly encouraged to carry sufficient insurance to cover its own equipment while using the Premises. Trailhead is not responsible for any equipment or property Member uses or leaves behind in the Premises. Any equipment or property brought into the Premises by Member is at Member’s sole risk. Trailhead is not responsible for any items left behind upon cancellation of membership.

  1. Agreement as License. 

This Agreement constitutes a license to use the Premises in accordance with the terms of this Agreement and does not in any way constitute a lease or sub-lease. 

  1. Member’s use of the Premises. 

Member understands that other persons and entities will have access to the Premises and therefore Member shall not interfere with other persons or entities use of the Premises. Member agrees to abide by Trailhead’s guidelines for space usage. Member understands that Member shall not have the permanent use of any space in the Premises except under written agreement with Trailhead. 

Member acknowledges and agrees that Trailhead does not control and is not responsible for the actions of other members. If a dispute arises between Member or its invitees or guests and any other member or its invitees or guests, Trailhead shall have no responsibility or obligation to participate, mediate or indemnify any party. Trailhead may, in its sole discretion, terminate this Agreement immediately, without refund, if any such dispute becomes disruptive.

  1. Miscellaneous.
    1. This Agreement shall inure to the benefit of and bind the parties hereto and their successors, heirs, and assigns. 
    2. This Agreement shall constitute the entire Agreement between the parties hereto. 
    3. This Agreement shall be governed by the laws of the State of Idaho. 
    4. This Agreement may be amended or supplemented only by a written instrument signed by both parties hereto. 
    5. This Agreement may be executed in any number of identical counterparts each of which shall be considered an original but together shall constitute one and the same instrument. 
    6. The captions or paragraph headings in this Agreement are for the convenience and ease of reference only and shall not be construed to limit or alter the terms of this Agreement. 
  2. Notices. 

Any notices under this Agreement shall be delivered in person, by US mail, email, or facsimile or other such service to the party at the address listed below. Any such notice shall be considered delivered upon delivery in person, by US mail, email, or facsimile or other such service.

EXHIBIT A

Code of Conduct

  1. General Behavior and Respect

Trailhead is a shared co-workspace where mutual respect and good behavior are essential. All members and guests should conduct themselves in a respectful, professional, and courteous manner. This includes:

  1. Respecting the Workspace: Please respect the workspace and fellow members. Do not disturb others or interfere with their right to use the premises and services.
  2. Noise Level: Keep noise to a minimum. Use headphones for listening to music or conducting phone conversations. Respect the need for a quiet working environment.
  3. Meeting Rooms: If you use the meeting room, do so according to the Meeting Room Policy and be prepared to pay any additional fees associated with its use.
  4. Security: Do not lend your keys or access codes to anyone. Non-members must always be accompanied by a member and are the member’s responsibility.
  5. Pets: Pets are not allowed on the premises.
  6. Bicycles: Bicycles may only be brought into the premises with the permission of Trailhead.
  7. Signs and Lettering: Do not place any signs or lettering anywhere within the premises or the building.
  8. Hazardous Substances: Do not keep any flammable or hazardous substances in the premises.
  1. Internet and Technology Usage
    1. Legal Use: Do not use the internet or technology for any illegal activities. Do not download or upload files that you know or should know are illegal or that you don’t have the rights to access.
    2. Respect Privacy: Do not defame, abuse, harass, stalk, threaten, or violate the legal rights of others, such as their privacy and publicity rights.
    3. Inappropriate Content: Do not publish, post, upload, distribute, or disseminate any inappropriate, profane, defamatory, obscene, indecent, or unlawful material or information on Trailhead’s servers.
    4. Intellectual Property: Do not use any material or information, including images or photographs, that infringes on any copyright, trademark, patent, trade secret, or other proprietary rights.
    5. Security: Do not upload files that contain viruses, malware, or other harmful software that may damage the operation of others’ computers or property.
  2. Compliance with Laws and Agreements

All members must comply with all applicable laws, ordinances, and codes of federal, state, and local governments. Additionally, members must abide by the terms of the Entrepreneurship Consulting Agreement and the Office Lease attached to it (each as defined in the Standard Membership Agreement). The use of the premises should not extend beyond the terms of these agreements.

  1. Confidentiality
    1. Confidential Information: Members may be exposed to confidential information during their use of Trailhead. This includes information about business, operations, trade secrets, and more. Members must maintain strict confidentiality and not disclose this information to third parties.
    2. Ownership: Confidential information remains the exclusive property of Trailhead or the disclosing party. Members do not gain any rights to this information.
  2. Termination and Disputes

Trailhead reserves the right to terminate membership and services for any reason, including violations of this Code of Conduct or the Standard Membership Agreement. In the event of disputes between members, Trailhead will not mediate or indemnify any person.

  1. Indemnification

Members are responsible for any negligent actions, errors, omissions, willful misconduct, or fraud that results in any liability for Trailhead. Members must indemnify, defend, and save harmless Trailhead and its affiliates in such cases.

  1. Miscellaneous

This Code of Conduct is an integral part of the Standard Membership Agreement and applies to all members. Violations may result in the termination of membership and services. It is the responsibility of members to familiarize themselves with and adhere to this Code of Conduct.

EXHIBIT B

Trailhead Meeting Room Policy

  1. Introduction

The meeting rooms at Trailhead are a shared space intended for meetings, presentations, and collaborative work. To ensure a fair and effective use of this resource, the following policy outlines the guidelines and procedures for booking and using the meeting room.

  1. Booking a Meeting Room
    1. Eligibility: The meeting room is available for booking by Trailhead members and tenants.
    2. Booking Procedure: To reserve the meeting room, members must follow the steps outlined on the plaques near the meeting rooms or by contacting a Trailhead staff member.
    3. Availability: The meeting room is available on a first-come, first-served basis, subject to availability.
    4. Advance Booking: Members may book the meeting room in advance, subject to availability. However, Trailhead reserves the right to prioritize certain reservations, such as official Trailhead events or meetings.
  2. Meeting Duration and Overtime
    1. Meeting Duration: Meeting room bookings are available in half hour increments and can be reserved for a maximum of two hours at a time. Members must adhere to the reserved time slot.
    2. Overtime: If a meeting extends beyond the reserved time, members are subject to be removed or charged for any additional time in accordance with Trailhead’s fee schedule.
  3. Cancellation Policy
    1. Cancellation Notice: If a member needs to cancel a reservation, they should provide notice as early as possible to allow others to use the meeting room.
    2. Repeated Cancellations: Members with a history of repeated cancellations may face restrictions on future bookings.
  4. Meeting Room Etiquette
    1. Tidiness: Members must leave the meeting room in the same condition as they found it. This includes clearing any personal items, trash, and whiteboard markings.
    2. Equipment Use: Members should use any equipment or technology in the room responsibly and ensure it is turned off after use.
    3. Noise Level: Be mindful of noise levels and considerate of adjacent workspaces. Please keep noise to a minimum.
  5. Guest Policy
    1. Guests: Members are permitted to bring guests to meetings in the meeting room. However, the member is responsible for their guests’ behavior and adherence to this Meeting Room Policy.
    2. Non-members: Non-members using the meeting room must be accompanied by a member, and the member is responsible for their guests’ actions.
  6. Food and Beverage
    1. Refreshments: Members may bring refreshments into the meeting room. However, they are responsible for cleaning up any spills or messes.
  7. Compliance with Policies

Members booking the meeting room must also adhere to Trailhead’s Code of Conduct and other relevant policies outlined in the Standard Membership Agreement.

  1. Policy Updates

Trailhead reserves the right to update, amend, or change this Meeting Room Policy at any time without prior notice. Members are responsible for reviewing the policy regularly.

EXHIBIT C

Fee Schedule

Effective as of date of membership purchase and activation:

Hot Desk Membership:

1-month term – $90 per month

3-month term – $85 per month

6-month term – $75 per month

Dedicated Desk Membership:

1-month term – $280 per month

3-month term – $265 per month

6-month term – $250 per month

Membership Add-Ons:

Extended Access – $20 per month

*This Fee Schedule is effective as of the date set forth above and may be amended and or changed at any time without notice to Member.

Standard Office Space Rental Agreement

STANDARD SPACE RENTAL AGREEMENT

This STANDARD SPACE RENTAL AGREEMENT (this “Agreement”) dated as of _____________, 20___ is entered into by and between Actuate Boise, Inc., an Idaho nonprofit corporation doing business as Trailhead (“Trailhead”), and you (“Renter”). 

Trailhead provides a shared, community-driven co-workspace and certain services to persons and entities for a fee. Renter seeks to use a portion of Trailhead’s co-workspace, and certain services which Trailhead offers for a fee. The parties to this Agreement, with the intent to be mutually and legally bound, for good, valuable and sufficient consideration, agree as follows: 

  1. Description of Services; Acceptance of Terms. 

Trailhead will provide Renter with access to office space, internet access, conference space, knowledge resources, events, and other services as Trailhead may provide from time to time (collectively “Services”) all located at 500 S. 8th Street, Boise, Idaho (the “Premises”), and in particular, to a portion of the Premises as described in further detail on Exhibit A attached hereto (the “Licensed Area”). Renter agrees to use the Services and Licensed Area subject to the terms of this Agreement and to abide by Trailhead’s Code of Conduct, a copy of which is attached hereto as Exhibit B (the “Code of Conduct”). Trailhead retains the right to update, amend and/or change the Code of Conduct at any time without prior notice to Renter.

  1. Use of Services and Licensed Area. 

This Agreement does not create a tenancy, but a license to use the Services and the Licensed Area for the term and purpose set forth on Exhibit A. Renter agrees, when participating in or using the Services or Licensed Area, Renter will not:

  1. Disturb other members or licensees or interfere with their right to use the Premises and the Services;  
  2. Listen to radios and other such equipment except with headphones and will conduct phone conversations quietly or use the phone room ensuring that all noise that might disturb other renters or members be kept to a minimum;  
  3. Abuse the conference room policy, a copy of which is attached hereto as Exhibit B, and will pay an additional fee for its use;  
  4. Lend keys or give codes to anyone; 
  5. Allow a nonrenter to use the Licensed Area unless accompanied by Renter; will be responsible for your guests’ actions at all times;  
  6. Bring pets into the Premises (including the Licensed Area) at any time;  
  7. Bring bicycles into the Premises (including the Licensed Area) without Trailhead’s permission; 
  8. Place any signs or lettering anywhere in the Premises (including the Licensed Area) or the building without Trailhead’s permission;
  9. Keep any flammable or hazardous substances in the Premises (including the Licensed Area);
  10. Spam, post or download files that Renter knows or should know are illegal or that Renter has no rights to; access any other device connected to the Trailhead network or the Internet that Renter does not have permission to access;
  11. Defame, abuse, harass, stalk, threaten or otherwise violate the legal rights (such as rights of privacy and publicity) of others;
  12. Publish, post, upload, distribute or disseminate any inappropriate, profane, defamatory, obscene, indecent or unlawful topic, name, material or information on or through Trailhead servers;
  13. 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 person;
  14. Upload files that contain viruses, Trojan Horses, Worms, time bombs, candlebots, corrupted files, or any other similar software or programs that may damage the operation of another’s computer or property of another;
  15. Restrict or inhibit any other renter or member from using and enjoying the Services or the Premises;  
  16. Violate any code of conduct or other guidelines which may be applicable for any particular Service or the Premises, including the Code of Conduct and any building rules for the Premises;
  17. Use the name “Trailhead” or use photographs or illustrations of the Premises or Services, or any trademarks, logos or other identifiers of Trailhead in any advertising, publicity or other purpose without Trailhead’s prior written consent;  
  18. Harvest or otherwise collect information about other Trailhead renters or Trailhead members, including email addresses, without the authorization or consent of the disclosing party; and
  19. Violate any applicable laws or regulations.
  20. Condition of the Licensed Area; Alterations.

Renter understands and acknowledges that (i) Renter has inspected the Licensed Area and accepts the Licensed Area “AS IS” with full knowledge of the physical condition, (ii) the Licensed Area is not physically separated from other portions of the Premises and Licensee must take such steps as it deems appropriate (subject to Trailhead’s reasonable approval) to secure and protect any of Renter’s property, and (iii) Trailhead, its employees, representatives and agents have not made any representation or warranty, express or implied, as to the condition of the Licensed Area, the suitability of the Licensed Area for Renter’s intended use or as to any other matter.

Renter shall not make any alterations or improvements to the Licensed Area.  All of Renter’s and its employees’ and invitees’ personal property shall be removed upon the completion of Renter’s use hereunder.

  1. Invoicing and Payment.

Renter agrees to pay Trailhead the fee(s) listed in Exhibit A attached hereto (the “Fees”) for the use of the Services and access to the Licensed Area during the term set forth in Exhibit A. If Renter desires to pay the Fees via credit card or debit card, Renter will provide Trailhead with a credit card or debit card number from a card issuer acceptable to Trailhead in order to activate use of the Services and access the Licensed Area. Renter hereby authorizes Trailhead to charge and/or place a hold on Renter’s credit or debit card with respect to any charges for the Services based upon the Fees. Renter authorizes the issuer of the card to pay any amounts described herein without requiring a signed receipt, and Renter agrees that this Agreement is to be accepted as authorization to the issuer of the card to pay all such Fees. Renter authorizes Trailhead to continue to attempt to charge and/or place holds with respect to all Fees described herein, or any portion thereof, to Renter’s card until such Fees are paid in full. Renter agrees to provide Trailhead with updated card information upon request and at any time the information previously provided is no longer valid. Payment for casual usage of the conference room is paid upon booking the room. If any payment pursuant to this Agreement is not made on time, Trailhead may immediately terminate this Agreement.

Renter acknowledges and agrees that Trailhead will have no liability whatsoever for any non-sufficient funds or other charges incurred by Renter as a result of such attempts to charge and/or place holds on, Renter’s credit or debit card. In the event that Renter is enrolled, or later enrolls, in an automatic payment or electronic funds transfer plan, Renter agrees that all Fees may be charged, at Trailhead’s option, to the account number provided for such automatic payment or electronic funds transfer plan. When payment is made by credit or debit card, payment will also be subject to the terms and conditions established by the credit or debit card issuer. If there is any dispute as to a charge, Renter shall promptly bring such dispute to the attention of Trailhead, but in no event later than the maximum number of days permitted by the credit or debit card processing agreement (and if none is stated, then sixty (60) days after the earlier of written confirmation from Trailhead or the posting on Renter’s card statement), and otherwise in compliance with applicable law and credit or debit card agreements if such provide more favorable rights to Renter.   

  1. No Unlawful or Prohibited Use. 

As a condition of Renter’s use of the Services and Licensed Area, Renter will use the Services and Licensed Area only for the purpose set forth in Exhibit A attached hereto and not for any purpose that is unlawful or prohibited by the terms, conditions and notices contained herein. Renter may not use the Services in any manner that could damage, disable, overburden, or impair any Trailhead server, or the network(s) connected to any Trailhead server, or interfere with any other person’s use and enjoyment of any Services. Renter may not attempt to gain unauthorized access to any Services, or accounts, computer systems or networks connected to any Trailhead server or to any of the Services, through hacking, password mining or any other means. Renter may not obtain or attempt to obtain any materials or information through any means not intentionally made available through the Services. Renter hereby represents and warrants that it has all requisite legal power and authority to enter into and abide by the terms and conditions of this Agreement and Code of Conduct and no further authorization or approval is necessary. Renter further represents and warrants that its participation in 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 Renter is a party. 

  1. Information Disclosure. 

Trailhead reserves the right at all times to disclose any information about Renter and its participation in and use of the Services or Licensed Area as Trailhead deems necessary to satisfy any applicable contract, law, regulation, legal process or governmental request. In addition, Trailhead reserves the right at all times to edit, refuse to post or to remove any information or materials, in whole or in part, in Trailhead’s sole discretion. 

  1. Confidentiality.

Renter acknowledges and agrees that during its participation in and use of the Services and the Licensed Area, Renter may be exposed to Confidential Information. “Confidential Information” means all information, in whole or in part, that is disclosed by Trailhead or any other renter or user of the Services or the Premises (including the Licensed Area), 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, knowhow, 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 Trailhead, any analyses, compilations, studies or other documents prepared by or on behalf of Trailhead or otherwise derived in any manner from the Confidential Information and any information that Renter is obligated to keep confidential or which Renter knows or has reason to know should be treated as confidential.

Renter’s participation in and/or use of the Services and Licensed Area obligates Renter to: (i) maintain all Confidential Information in strict confidence; (ii) not disclose Confidential Information to third parties; and (iii) not use Confidential Information in any way directly or indirectly detrimental to Trailhead or any other renter or user of the Services or the Licensed Area.

All Confidential Information remains the sole and exclusive property of Trailhead or the respective disclosing party. Renter acknowledges and agrees that nothing in this Agreement, or Renter’s use of the Services or the Licensed Area, will be construed as granting any rights to Renter, by license or otherwise, in or to any Confidential Information or any patent, copyright or other intellectual property or proprietary rights of Trailhead or any other renter or user of the Services or the Premises. This Section 6 will survive the expiration or earlier termination of this Agreement.

  1. Participation in or Use of Services. 

Renter acknowledges that it is participating in or using the Services and the Licensed Area at its own free will and decision. Renter acknowledges that Trailhead does not have any liability with respect to Renter’s access, participation in, use of the Services and Licensed Area, or any loss of information resulting from such participation or use, including any advice or information provided by any third parties in connection with the Services or Licensed Area. 

  1. Compliance with Laws and Agreements.

Renter agrees to comply with all applicable laws, ordinances, and codes of federal, state and local governments. Renter shall abide by all terms of that certain Entrepreneurship Consulting Agreement dated May 18, 2020, as amended (the “Consulting Agreement”), and that certain Office Lease attached to the Consulting Agreement (the “Lease”). Renter agrees that it’s use of the Premises will not extend beyond this Agreement, the Consulting Agreement or the Lease.

  1. Disclaimer of Warranties. 

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, TRAILHEAD PROVIDES THE SERVICES AND THE LICENSED AREA “AS IS” AND WITH ALL FAULTS, AND HEREBY DISCLAIMS 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, 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 AND/OR THE LICENSED AREA, REMAINS WITH RENTER. 

  1. Exclusion of Incidental, Consequential and Certain Other Damages. 

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL TRAILHEAD OR ITS AFFILIATES AND THEIR PAST, PRESENT AND FUTURE DIRECTORS, OFFICERS, AGENTS, SHAREHOLDERS, RENTERS, 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, 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 OR THE LICENSED AREA, THE PROVISION OF OR FAILURE TO PROVIDE SERVICES, THE LICENSED AREA OR OTHERWISE UNDER OR IN CONNECTION WITH ANY PROVISION OF THIS AGREEMENT, EVEN IN THE EVENT OF FAULT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, BREACH OF CONTRACT OR BREACH OF WARRANTY OF TRAILHEAD OR ITS SERVICE PROVIDERS, AND EVEN IF TRAILHEAD HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. BECAUSE SOME STATES/JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO RENTER. 

  1. Limitation of Liability and Remedies. 

NOTWITHSTANDING ANY DAMAGES THAT RENTER MIGHT INCUR FOR ANY REASON WHATSOEVER (INCLUDING, WITHOUT LIMITATION, ALL DAMAGES REFERENCED ABOVE AND ALL DIRECT OR GENERAL DAMAGES), THE ENTIRE LIABILITY OF TRAILHEAD AND ITS AFFILIATES, AND THEIR PAST, PRESENT AND FUTURE DIRECTORS, OFFICERS, AGENTS, SHAREHOLDERS, RENTERS, REPRESENTATIVES, EMPLOYEES, SUCCESSORS AND ASSIGNS UNDER ANY PROVISION OF THIS AGREEMENT AND RENTER’S EXCLUSIVE REMEDY FOR ALL OF THE FOREGOING SHALL BE LIMITED TO ACTUAL DAMAGES INCURRED BY RENTER BASED ON REASONABLE RELIANCE UP TO ONE HUNDRED DOLLARS (USD $100.00). THE FOREGOING LIMITATIONS, EXCLUSIONS AND DISCLAIMERS (INCLUDING SECTIONS 10 AND 11 ABOVE) SHALL APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EVEN IF ANY REMEDY FAILS ITS ESSENTIAL PURPOSE. 

  1. Termination. 

Trailhead reserves the right to terminate this Agreement, any Services, and access to the Licensed Area at any time for any reason. Trailhead further reserves the right to terminate this Agreement, Renter’s participation in and use of any Services, and access to the Licensed Area, immediately and without notice, if Renter fails to comply with the Code of Conduct or this Agreement. 

  1. Non-Disparagement. 

Renter shall, during and after the participation in and use of the Services and Licensed Area, refrain from making any statements or comments of a defamatory or disparaging nature to any third party regarding Trailhead, or any of Trailhead’s officers, directors, employees, personnel, agents, policies, services or products, other than to comply with applicable law. 

  1. Indemnification. 

Renter releases, and hereby agrees to indemnify, defend and save harmless Trailhead and its affiliates, present and future directors, officers, agents, renters, representatives, employees, successors and assigns (each an “Indemnitee”), jointly and individually, from and against all claims, liabilities, losses, damages, costs, expenses, judgments, fines and penalties based upon or arising out of Renter’s or Renter’s guests’ negligent actions, errors and omissions, willful misconduct and fraud in connection with the participation in or use of the Services or the Licensed Area, including any liability of Trailhead under Section 8 of the Consulting Agreement. Renter shall be liable for any attorney’s fees and costs incurred by any Indemnitee in connection with the defense of any claim or lawsuit arising from Renter’s violation of this Agreement or the Code of Conduct. 

  1. Severability. 

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

  1. Insurance.

As required by the owner of the Premises, Trailhead carries Liability and Business Personal Property insurance. As a user of the Premises, Renter is strongly encouraged to carry sufficient insurance to cover its own equipment while using the Premises. Trailhead is not responsible for any equipment or property Renter uses or leaves behind in the Premises. Any equipment or property brought into the Premises by Renter is at Renter’s sole risk.

  1. Agreement as License. 

This Agreement constitutes a license to use the Licensed Area in accordance with the terms of this Agreement and does not in any way constitute a lease or sub-lease. 

  1. Renter’s use of the Premises. 

Renter understands that other persons and entities will have access to the Premises and therefore Renter shall not interfere with other persons or entities use of the Premises. Renter agrees to abide by Trailhead’s guidelines for space usage. Renter understands that Renter shall not have the permanent use of any space in the Premises except under written agreement with Trailhead. 

Renter acknowledges and agrees that Trailhead does not control and is not responsible for the actions of other renters or members. If a dispute arises between Renter or its invitees or guests and any other renter, member or its invitees or guests, Trailhead shall have no responsibility or obligation to participate, mediate or indemnify any party. Trailhead may, in its sole discretion, terminate this Agreement immediately, without refund, if any such dispute becomes disruptive.

  1. Miscellaneous.
    1. This Agreement shall inure to the benefit of and bind the parties hereto and their successors, heirs, and assigns. 
    2. This Agreement shall constitute the entire Agreement between the parties hereto. 
    3. This Agreement shall be governed by the laws of the State of Idaho. 
    4. This Agreement may be amended or supplemented only by a written instrument signed by both parties hereto. 
    5. This Agreement may be executed in any number of identical counterparts each of which shall be considered an original but together shall constitute one and the same instrument. 
    6. The captions or paragraph headings in this Agreement are for the convenience and ease of reference only and shall not be construed to limit or alter the terms of this Agreement. 
  2. Notices. 

Any notices under this Agreement shall be delivered in person, by US mail, email, or facsimile or other such service to the party at the address listed below. Any such notice shall be considered delivered upon delivery in person, by US mail, email, or facsimile or other such service.

[Signature Page Follows.]

The undersigned parties have entered into this Standard Space Rental Agreement as of the date first set forth above.

TRAILHEAD:RENTER:
Actuate Boise, Inc.,an Idaho nonprofit corporation


By: Its:
Address:
Print Name: Address:



EXHIBIT A

Premises

Licensed Area:

The “Licensed Area” means and includes:

[Insert picture and/or description of the Licensed Area.]

Term:

Renter may use the Services and access the Licensed Area on [date/time period/other term description].

Purpose:

Renter may use the Services and access the Licensed Area only for the purpose of [describe purpose].

Fees:

Renter shall pay the following fees:

[Describe fees for use of the Services and Licensed Area.]

EXHIBIT B

Code of Conduct

Code of Conduct

  1. General Behavior and Respect

Trailhead is a shared co-workspace where mutual respect and good behavior are essential. All members and guests should conduct themselves in a respectful, professional, and courteous manner. This includes:

  1. Respecting the Workspace: Please respect the workspace and fellow members. Do not disturb others or interfere with their right to use the premises and services.
  1. Noise Level: Keep noise to a minimum. Use headphones for listening to music or conducting phone conversations. Respect the need for a quiet working environment.
  1. Meeting Rooms: If you use the meeting room, do so according to the Meeting Room Policy and be prepared to pay any additional fees associated with its use.
  1. Security: Do not lend your keys or access codes to anyone. Non-members must always be accompanied by a member and are the member’s responsibility.
  1. Pets: Pets are not allowed on the premises.
  1. Bicycles: Bicycles may only be brought into the premises with the permission of Trailhead.
  1. Signs and Lettering: Do not place any signs or lettering anywhere within the premises or the building.
  1. Hazardous Substances: Do not keep any flammable or hazardous substances in the premises.
  2. Internet and Technology Usage
  1. Legal Use: Do not use the internet or technology for any illegal activities. Do not download or upload files that you know or should know are illegal or that you don’t have the rights to access.
  1. Respect Privacy: Do not defame, abuse, harass, stalk, threaten, or violate the legal rights of others, such as their privacy and publicity rights.
  1. Inappropriate Content: Do not publish, post, upload, distribute, or disseminate any inappropriate, profane, defamatory, obscene, indecent, or unlawful material or information on Trailhead’s servers.
  1. Intellectual Property: Do not use any material or information, including images or photographs, that infringes on any copyright, trademark, patent, trade secret, or other proprietary rights.
  1. Security: Do not upload files that contain viruses, malware, or other harmful software that may damage the operation of others’ computers or property.
  2. Compliance with Laws and Agreements

All members must comply with all applicable laws, ordinances, and codes of federal, state, and local governments. Additionally, members must abide by the terms of the Entrepreneurship Consulting Agreement and the Office Lease attached to it (each as defined in the Standard Space Rental Agreement). The use of the premises should not extend beyond the terms of these agreements.

  1. Confidentiality
  1. Confidential Information: Members may be exposed to confidential information during their use of Trailhead. This includes information about business, operations, trade secrets, and more. Members must maintain strict confidentiality and not disclose this information to third parties.
  1. Ownership: Confidential information remains the exclusive property of Trailhead or the disclosing party. Members do not gain any rights to this information.
  2. Termination and Disputes

Trailhead reserves the right to terminate membership and services for any reason, including violations of this Code of Conduct or the Standard Membership Agreement. In the event of disputes between members, Trailhead will not mediate or indemnify any person.

  1. Indemnification

Members are responsible for any negligent actions, errors, omissions, willful misconduct, or fraud that results in any liability for Trailhead. Members must indemnify, defend, and save harmless Trailhead and its affiliates in such cases.

  1. Miscellaneous

This Code of Conduct is an integral part of the Standard Membership Agreement and applies to all members. Violations may result in the termination of membership and services. It is the responsibility of members to familiarize themselves with and adhere to this Code of Conduct.

EXHIBIT C

Trailhead Meeting Room Policy

  1. Introduction

The meeting rooms at Trailhead are a shared space intended for meetings, presentations, and collaborative work. To ensure a fair and effective use of this resource, the following policy outlines the guidelines and procedures for booking and using the meeting room.

  1. Booking a Meeting Room
  1. Eligibility: The meeting room is available for booking by Trailhead members and tenants.
  1. Booking Procedure: To reserve the meeting room, members must follow these steps outlined on the plaques near the meeting rooms or by contacting a Trailhead staff member.
  1. Availability: The meeting room is available on a first-come, first-served basis, subject to availability.
  1. Advance Booking: Members may book the meeting room in advance, subject to availability. However, Trailhead reserves the right to prioritize certain reservations, such as official Trailhead events or meetings.
  2. Meeting Duration and Overtime
  1. Meeting Duration: Meeting room bookings are available in half hour increments and can be reserved for a maximum of two hours at a time. Members must adhere to the reserved time slot.
  1. Overtime: If a meeting extends beyond the reserved time, members are subject to be removed or charged for any additional time in accordance with Trailhead’s fee schedule.
  2. Cancellation Policy
  1. Cancellation Notice: If a member needs to cancel a reservation, they should provide notice as early as possible to allow others to use the meeting room.
  1. Repeated Cancellations: Members with a history of repeated cancellations may face restrictions on future bookings.
  2. Meeting Room Etiquette
    1. Tidiness: Members must leave the meeting room in the same condition as they found it. This includes clearing any personal items, trash, and whiteboard markings.
  1. Equipment Use: Members should use any equipment or technology in the room responsibly and ensure it is turned off after use.
  1. Noise Level: Be mindful of noise levels and considerate of adjacent workspaces. Please keep noise to a minimum.
  2. Guest Policy
  1. Guests: Members are permitted to bring guests to meetings in the meeting room. However, the member is responsible for their guests’ behavior and adherence to this Meeting Room Policy.
  1. Non-members: Non-members using the meeting room must be accompanied by a member, and the member is responsible for their guests’ actions.
  2. Food and Beverage
  1. Refreshments: Members may bring refreshments into the meeting room. However, they are responsible for cleaning up any spills or messes.
  2. Compliance with Policies

Members booking the meeting room must also adhere to Trailhead’s Code of Conduct and other relevant policies outlined in the Standard Membership Agreement.

  1. Policy Updates

Trailhead reserves the right to update, amend, or change this Meeting Room Policy at any time without prior notice. Members are responsible for reviewing the policy regularly.

Standard Mentorship Agreement

STANDARD MENTOR AGREEMENT

This STANDARD MENTOR AGREEMENT (this “Agreement”) dated as of [DATE of Standard Mentor Agreement Form Submission] is entered into by and between Actuate Boise, Inc., an Idaho nonprofit corporation doing business as Trailhead (“Trailhead”), and [MENTOR NAME] (“Mentor”).

1. Mentorship Services:

1.1 Mentor agrees to provide mentorship services to members, entrepreneurs, small business owners, and startups affiliated with Trailhead as part of the Trail Guides Mentorship Program.

1.2 Mentorship services may include, but are not limited to, providing guidance on business strategy, sharing industry insights, and offering advice based on Mentor’s experience.

1.3 Mentor acknowledges and agrees that the mentorship relationship is voluntary and that Mentor is not an employee or representative of Trailhead.

1.4 Mentor acknowledges that mentorship sessions will take place either at Trailhead or through Zoom (or another virtual platform) in order to maximize accessibility and convenience.

1.5 Mentor commits to providing comprehensive support to mentees during mentorship sessions without any associated fees. In the event a mentee expresses a desire to continue the mentorship beyond the Trail Guide Mentorship Program, such continuation is permissible. However, Mentor shall promptly disclose the existence of any external mentorship relationship to Trailhead.

1.6 Mentor willingly consents to undergo performance evaluations conducted by Trailhead, which may include feedback surveys or alternative forms of feedback delivery.

1.7 Performance Evaluation Criteria: The criteria and process for Mentor’s performance evaluation, including feedback surveys, shall be communicated to Mentor by Trailhead in a timely manner. Both parties agree to engage in good faith in the evaluation process.

2. Code of Conduct:

2.1 Mentor agrees to abide by Trailhead’s Code of Conduct for Mentors, a copy of which is attached hereto as Exhibit A, and any other policies or guidelines provided by Trailhead.

2.2 Mentor shall conduct mentorship sessions in a professional and respectful manner, fostering a positive and constructive environment for mentees.

2.3 Mentor shall not disclose any confidential information received from mentees during the mentorship relationship.

2.4 Termination for Code of Conduct Violation: Any violation of the Code of Conduct, whether outlined in this Section 2, Exhibit A, or the General Code of Conduct, a copy of which is attached hereto as Exhibit B, may result in immediate termination of this Agreement and Mentor’s association with Trailhead.

3. Term and Termination:

3.1 This Agreement shall commence on the effective date and continue until either party provides at least thirty (30) days prior written notice of termination.

3.2 In the event of any termination of this Agreement, Mentor agrees to fulfill any scheduled mentorship sessions and provide a smooth transition for mentees whenever possible.

3.3 Early Termination Consequences: If Mentor breaches any provision of this Agreement before the expiration of the notice period stated in Section 3.1, Trailhead reserves the right to take legal action and seek damages for any harm caused by the breach.

4. Confidentiality:

4.1 Mentor agrees to maintain the confidentiality of any proprietary or confidential information shared by Trailhead or mentees during the course of the mentorship.

4.2 Mentor shall not use or disclose any confidential information for personal gain or any purpose other than providing mentorship services.

4.3 Post-Termination Confidentiality: Mentor shall continue to maintain the confidentiality of proprietary or confidential information obtained during the mentorship even after the termination of this Agreement for a period of 10 years.

5. Compliance with Laws and Policies:

5.1 Mentor shall comply with all applicable laws, ordinances, and codes and adhere to the policies and guidelines set forth by Trailhead.

5.2 Mentor acknowledges and agrees to the terms of the Standard Membership Agreement, including the Code of Conduct for Mentors, as outlined in Exhibit A.

5.3 Post-Termination Compliance: Mentor shall continue to comply with all applicable laws and policies, including the Code of Conduct and Confidentiality clauses, even after the termination of this Agreement concerning any actions or information obtained during the mentorship.

6. Indemnification:

6.1 Mentor agrees to indemnify, defend, and hold harmless Trailhead and its affiliates from any claims, liabilities, losses, damages, costs, and expenses arising from Mentor’s actions or omissions in providing mentorship services.

6.2 Scope of Indemnification: Mentor’s indemnification obligations under this Agreement cover claims, liabilities, losses, damages, costs, and expenses arising not only during the term of this Agreement but also for actions or omissions after its termination related to the mentorship services provided.

7. Dispute Resolution:

7.1 In the event of any dispute arising out of or relating to this Agreement, the parties agree to first attempt to resolve the dispute through mediation. If mediation is unsuccessful, the dispute shall be submitted to binding arbitration in accordance with the rules of the American Arbitration Association.

8. Miscellaneous:

8.1 This Agreement constitutes the entire understanding between the parties and supersedes all prior agreements, whether oral or written.

8.2 Any amendments or modifications to this Agreement must be in writing and signed by both parties.

8.3 This Agreement shall be governed by the laws of the State of Idaho.

[SIGNATURE PAGE FOLLOWS]

TRAILHEAD:

Actuate Boise, Inc.,

an Idaho nonprofit corporation

By: [MENTOR NAME]

Its: [MENTOR TITLE]

Address: [MENTOR ADDRESS]

Date: [DATE]

I, [MENTOR NAME], hereby acknowledge that by electronically submitting the Standard Mentor Agreement Form to Trailhead, I am providing my electronic signature and affirmatively consenting to be bound by the terms and conditions set forth in this Agreement. I understand that my electronic submission will be treated as an original, and I have the ability to access and review the agreement before submitting. I further consent to receive communications related to this Agreement electronically. This electronic signature process complies with the Electronic Signatures in Global and National Commerce (ESIGN) Act.

MENTOR AGREEMENT SUBMISSION DATE: [SUBMISSION DATE]

[MENTOR NAME]

Date: [DATE]

EXHIBIT A

Code of Conduct for Mentors

As a mentor participating in the Trail Guides Mentorship Program, I agree to adhere to the following Code of Conduct:

Professionalism: I will conduct myself in a professional and respectful manner during all interactions with mentees and Trailhead staff.

Confidentiality: I will maintain the confidentiality of any proprietary or confidential information shared by mentees or Trailhead during the course of the mentorship.

Positive Environment: I will foster a positive and constructive environment during mentorship sessions, encouraging open communication and collaboration.

Adherence to Policies: I will comply with Trailhead’s Code of Conduct and any other policies or guidelines provided by Trailhead.

Respect for Diversity: I will be mindful of and respectful toward the diverse backgrounds, perspectives, and experiences of mentees.

Non-Discrimination: I will not discriminate against mentees based on race, color, religion, gender, sexual orientation, national origin, age, or disability.

Responsiveness: I will make a reasonable effort to respond to mentee inquiries and requests in a timely manner.

Conflict Resolution: In the event of conflicts or disagreements, I will work collaboratively with mentees and, if necessary, involve Trailhead staff for resolution.

I acknowledge that my adherence to this Code of Conduct is essential for maintaining a positive and effective mentorship relationship within the Trail Guides Mentorship Program.

EXHIBIT B

General Code of Conduct

  1. General Behavior and Respect

Trailhead is a shared co-workspace where mutual respect and good behavior are essential. All members and guests should conduct themselves in a respectful, professional, and courteous manner. This includes:

  1. Respecting the Workspace: Please respect the workspace and fellow members. Do not disturb others or interfere with their right to use the premises and services.
  1. Noise Level: Keep noise to a minimum. Use headphones for listening to music or conducting phone conversations. Respect the need for a quiet working environment.
  1. Meeting Rooms: If you use the meeting room, do so according to the Meeting Room Policy and be prepared to pay any additional fees associated with its use.
  1. Security: Do not lend your keys or access codes to anyone. Non-members must always be accompanied by a member and are the member’s responsibility.
  1. Pets: Pets are not allowed on the premises.
  1. Bicycles: Bicycles may only be brought into the premises with the permission of Trailhead.
  1. Signs and Lettering: Do not place any signs or lettering anywhere within the premises or the building.
  1. Hazardous Substances: Do not keep any flammable or hazardous substances in the premises.
  2. Internet and Technology Usage
  1. Legal Use: Do not use the internet or technology for any illegal activities. Do not download or upload files that you know or should know are illegal or that you don’t have the rights to access.
  1. Respect Privacy: Do not defame, abuse, harass, stalk, threaten, or violate the legal rights of others, such as their privacy and publicity rights.
  1. Inappropriate Content: Do not publish, post, upload, distribute, or disseminate any inappropriate, profane, defamatory, obscene, indecent, or unlawful material or information on Trailhead’s servers.
  1. Intellectual Property: Do not use any material or information, including images or photographs, that infringes on any copyright, trademark, patent, trade secret, or other proprietary rights.
  1. Security: Do not upload files that contain viruses, malware, or other harmful software that may damage the operation of others’ computers or property.
  2. Compliance with Laws and Agreements

All members must comply with all applicable laws, ordinances, and codes of federal, state, and local governments. Additionally, members must abide by the terms of the Entrepreneurship Consulting Agreement and the Office Lease attached to it (each as defined in the Standard Membership Agreement). The use of the premises should not extend beyond the terms of these agreements.

  1. Confidentiality
  1. Confidential Information: Members may be exposed to confidential information during their use of Trailhead. This includes information about business, operations, trade secrets, and more. Members must maintain strict confidentiality and not disclose this information to third parties.
  1. Ownership: Confidential information remains the exclusive property of Trailhead or the disclosing party. Members do not gain any rights to this information.
  2. Termination and Disputes

Trailhead reserves the right to terminate membership and services for any reason, including violations of this Code of Conduct or the Standard Membership Agreement. In the event of disputes between members, Trailhead will not mediate or indemnify any person.

  1. Indemnification

Members are responsible for any negligent actions, errors, omissions, willful misconduct, or fraud that results in any liability for Trailhead. Members must indemnify, defend, and save harmless Trailhead and its affiliates in such cases.

  1. Miscellaneous

This Code of Conduct is an integral part of the Standard Membership Agreement and applies to all members. Violations may result in the termination of membership and services. It is the responsibility of members to familiarize themselves with and adhere to this Code of Conduct.

Trailhead Meeting Room Policy

  1. Introduction

The meeting rooms at Trailhead are a shared space intended for meetings, presentations, and collaborative work. To ensure a fair and effective use of this resource, the following policy outlines the guidelines and procedures for booking and using the meeting room.

  1. Booking a Meeting Room
  1. Eligibility: The meeting room is available for booking by Trailhead members and tenants.
  1. Booking Procedure: To reserve the meeting room, members must follow these steps outlined on the plaques near the meeting rooms or by contacting a Trailhead staff member.
  1. Availability: The meeting room is available on a first-come, first-served basis, subject to availability.
  1. Advance Booking: Members may book the meeting room in advance, subject to availability. However, Trailhead reserves the right to prioritize certain reservations, such as official Trailhead events or meetings.
  2. Meeting Duration and Overtime
  1. Meeting Duration: Meeting room bookings are available in half hour increments and can be reserved for a maximum of two hours at a time. Members must adhere to the reserved time slot.
  1. Overtime: If a meeting extends beyond the reserved time, members are subject to be removed or charged for any additional time in accordance with Trailhead’s fee schedule.
  2. Cancellation Policy
  1. Cancellation Notice: If a member needs to cancel a reservation, they should provide notice as early as possible to allow others to use the meeting room.
  1. Repeated Cancellations: Members with a history of repeated cancellations may face restrictions on future bookings.
  2. Meeting Room Etiquette
  1. Tidiness: Members must leave the meeting room in the same condition as they found it. This includes clearing any personal items, trash, and whiteboard markings.
  1. Equipment Use: Members should use any equipment or technology in the room responsibly and ensure it is turned off after use.
  1. Noise Level: Be mindful of noise levels and considerate of adjacent workspaces. Please keep noise to a minimum.
  2. Guest Policy
  1. Guests: Members are permitted to bring guests to meetings in the meeting room. However, the member is responsible for their guests’ behavior and adherence to this Meeting Room Policy.
  1. Non-members: Non-members using the meeting room must be accompanied by a member, and the member is responsible for their guests’ actions.
  2. Food and Beverage
  1. Refreshments: Members may bring refreshments into the meeting room. However, they are responsible for cleaning up any spills or messes.
  2. Compliance with Policies:
  1. The use of Trailhead’s premises, including meeting rooms, must strictly adhere to all policies, including the Code of Conduct and Confidentiality clauses in the mentor agreement. Any violation may result in termination of this Agreement.
  2. Policy Updates

Trailhead reserves the right to update, amend, or change this Meeting Room Policy at any time without prior notice. Members are responsible for reviewing the policy regularly.