Makerbay seeks to provide its members (“you” or “Member“) with a shared space and associated facilities for generating innovative ideas, designing and making products and to foster a community that focuses on learning and creating solutions for social and environmental issues.
As a Member, you agree, warrant, consent and covenant to the following terms, conditions and representations:
1. Code of Conduct
1.1 You agree to conduct yourself according to the policies that Makerbay implements from time to time regarding personal behavior in our Facilities. At Makerbay’s sole discretion, your membership at our space may be terminated for behavior that violates any such policies.
2. Use of Premises and Facilities
2.1 Member must not damage our premises or facilities or use them for illegal, dangerous or improper purposes. Further details on the proper use of our premises and facilities can be found in the Health and Safety Guidelines and Code of Conduct. Member must also follow reasonable instructions from Makerbay’s staff. Any Member who does not cooperate may not be allowed access to or use of our premises or facilities.
2.2 As a member you can use the space that is dedicated to you. If you are a day pass member, you can use the space to do your project as long as it does not prevent others to do theirs. If you are a monthly hot bench member, you must clear your table every evening. If you are a fixed bench user, you can store your project on your table only. If you are a studio user, you can store your project and your tools in your studio only. If your belongings are exceeding the amount permitted and spilling in other members space or cluttering fire exits, they might be disposed of without notice.
2.3 If you need additional storage, you can rent additional storage space, or an extra table or studio.
2.4 All members must return the shared tools any time they are not using them, so others can work too. All members must clean after themselves.
2.5 If you fail to do the following, your membership may be terminated:
- use your space only
- return the shared tools
- clean the space after yourself
2.6 Makerbay treats health and safety seriously. Member will be required to complete induction or training before they can use certain facilities at Makerbay. We may also ask you to demonstrate any relevant qualification for or knowledge about the use of certain facilities.
2.7 If you find a tool that is broken, do not use it, tell staff so they can repair it.
2.8 If you break a tool, please inform Makerbay staff otherwise, you may lose your membership, deposit and extra charges may apply to repair the tool/s. If you see another member damaging a tool, please inform Makerbay staff accordingly.
2.9 Member is responsible for their guests, including any minors, and making sure that they observe all health and safety requirements of Makerbay.
2.10 Member may be required to make a booking in advance with Makerbay to obtain access to certain facilities. You may check the applicable booking policy with Makerbay staff.
2.11 Maker Bay doesn’t facilitate working in Hong Kong that is illegal and takes no responsibility and has no liability if a member chooses to work illegally.
2.12 Members who stay late in the evening are required to:
- turn off the air conditioning system
- turn off the lights
- turn off the fans
- pause 3D printing job and laser cut jobs
- make very sure the doors are locked
2.13 All measures demanded by this Clause 3 are necessary to comply with fire safety, save energy and general safety of the building.
3. No Tenancy
3.1 Makerbay provides memberships on an “as is” basis as a service and not as a lease of real property, and disclaim all warranties and conditions, whether express, implied or statutory, including, but not limited to, merchantability, title, quiet enjoyment, possession, fitness for a particular purpose or use, to the extent permitted by law.
3.2 You hereby understand, agree and warrant that you are not a tenant and Makerbay is not a landlord and there is no tenancy relationship whatsoever as defined in any case law or legislation, rules, or regulations promulgated by Hong Kong Special Administrative Region (“Hong Kong”) or otherwise.
4. No Residency
Makerbay’s space is a light industrial and commercial facility. Using the location or your membership for the purpose of establishing a personal residence is not permitted. You hereby understand, agree and warrant that you are not a residential tenant at Makerbay’s space.
5. Data Privacy
5.1 When you apply for membership, we may collect your personal data for the purpose of processing your application and maintaining your membership. We may publish your name in our membership directory, and we may post photographs of Member on our promotional materials, but otherwise we will not disclose your personal data to a third party without your consent, except among our group companies and service providers or as may be required or allowed by law. We may send you information about our activities and events provided you have agreed to this.
6. Intellectual Property
6.1 Makerbay respects Member’s creations. Unless there are other arrangements, Member will own any intellectual property rights arising out of their creations. Likewise, Member must respect Makerbay’s intellectual property and must not misuse or misappropriate Makerbay’s creations and works, including our logo, name, classes content, wiki, graphics, videos, etc.
6.2 Member accepts that, given the co-working nature at Makerbay, there may be a chance that other Members or guests may access or become aware of their creations. If Member wants to keep confidential any of their creations, they must take responsibility for doing so.
6.3 Makerbay may provide some open source works for Member’s use but Member must observe all applicable terms for those works.
6.4 Member must not make use of our premises or facilities for the purpose of infringing any other’s intellectual property.
6.5 Member agrees that Makerbay may take or publish photographs or recordings of Member’s creations and activities at Makerbay for publicity, demonstration or educational purposes without charge. Member shall be responsible for informing Makerbay, in writing, if any creations or activities are confidential or not to be disclosed.
7. Makerbay Responsibilities
7.1 Makerbay will endeavor to provide and maintain our premises and facilities in a reasonably satisfactory and safe state. However, Makerbay does not guarantee that our premises and facilities will be free from defect and fulfil Member’s objectives.
7.2 To the maximum extent permitted by law, Makerbay will not be responsible for any loss which may be suffered by Member or guests due to use of our premises or facilities, except in respect of death or personal injury arising due to Makerbay’s negligence.
7.3 Makerbay takes no responsibility for any suspension or denial of access to our premises or facilities due to reasons unforeseen or beyond our reasonable control, e.g. natural disaster, labor strike, failure or delay by utility providers.
The rules and policies of Makerbay’s space may change from time to time. We will notify members of material changes.
9. Insurance and Indemnity
9.1 Member shall take responsibility for insurance coverage for their own property and risks while using our premises and facilities.
9.2 If Member causes any harm or injury to our premises or facilities, or to Makerbay staff or other Member or guests, Member shall indemnify Makerbay against all related losses, damages and costs. Member also agrees likewise to indemnify Makerbay for their breach of this Agreement and for any liability resulting from making use of Makerbay’s premises or facilities for infringing others’ intellectual property.
9.3 Makerbay may also require Member to compensate for any damage caused to our premises and facilities and the related repair or maintenance costs. Makerbay may also require you to pay a deposit before using certain facilities and machines. Certain consumable tools (drill bits, raw materials, screws, electronic components etc.) and personal protection equipments (glasses, gloves, ear protections, masks etc.) shall be brought by the members themselves.
In your presence at Makerbay’s space, you may learn of confidential information of the Company or of its members. Such confidential information may include business information, trade secrets, technology, processes, customers and prospects that is intended to be confidential and proprietary. You hereby agree and consent to not disclose information that you obtain that was intended to remain confidential.
You hereby waive and hold harmless the Company, its members, officers, directors, shareholders, contractors and employees (the “Releasees”) from any claims, liability, actions, or suits with respect to any damages, injuries or losses you suffer to your person or property, whatsoever, including as a result of negligence or gross negligence on the part of the Releasees, including but not limited to any direct, special, incidental, indirect, punitive, consequential or other damages whatsoever (including, but not limited to, damages for lost 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 loss) arising out of or in any way related to Makerbay’s services or otherwise.
12. No Assignment
This agreement may not be assigned without the prior written consent of the Company.
13:1 You will need to give a “Membership Termination Notice” in writing to Makerbay Management at least a full month before leaving the premises. Your deposit will then be refunded at its original amount.
If the studio is damaged or requires construction work or professional cleaning to be restored to a tenantable state, that amount may be deducted from your deposit or billed additionally.
13.2 You agree not to use the Co-Working Space for any purpose that is unlawful, prohibited, or that could damage, disable or impair the property of the Company or of other members, or prevents other members from enjoying the Co-Working Space, or that would damage the reputation or business of the Company and the Co-Work Space.
13.3 You also agree not to use the Co-Working Space in connection with:
- Lottery contests, pyramid schemes, chain letters, junk email, spamming or similar behavior;
- Defaming, abusing, harassing, threatening or otherwise violating the legal rights (such as privacy and publicity) of others;
- Posting, distributing or disseminating inappropriate, profane, defamatory, obscene, indecent, or unlawful material or information;
- Uploading, reproducing, using, performing or otherwise making available, images, software or other material or information which infringes another’s rights, or is protected by intellectual property laws where you don’t own or license such rights; and
- Uploading or using files that contain viruses, corrupted files, or any other similar software or programs that may damage the computers or property of the Co-Working Space or another member.
13.4 Makerbay reserves the right to terminate the services at any time. Makerbay further reserves the right to terminate your participation in and use of any service, immediately and without notice, if you fail to comply with the rules set forth in this Agreement.
14. Non Compete
During the term of this Agreement and for a period of twelve (12) months following its termination (the “Restricted Period”), you shall not, directly or indirectly, (i) in any manner whatsoever engage in any capacity with any business competitive with Makerbay’s current lines of business or any business then engaged in by Makerbay; or (ii) have any interest as owner, sole proprietor, stockholder, partner, lender, director, officer, manager, employee, consultant, agent or otherwise in any business competitive with Makerbay’s Business. In addition, during the Restricted Period, you shall not develop any property for use in Makerbay’s Business on behalf of any person or entity other than Makerbay, its subsidiaries and affiliates.
15. Governing Law and Dispute Resolution
This Agreement and any dispute or claim arising out of, or in connection with, it or its subject matter or formation, shall be governed by and construed in accordance with the laws of Hong Kong, without giving effect to applicable conflict of laws principles. Any dispute, controversy, difference, or claim arising out of or relating to this Agreement, including the existence, validity, interpretation, performance, breach, or termination thereof, or any dispute regarding non-contractual obligations arising out of or relating to it, shall be referred to and finally resolved by arbitration administered by the Hong Kong International Arbitration Centre (“HKIAC”) under the HKIAC Administered Arbitration Rules in force when the Notice of Arbitration is submitted. The law of this arbitration Section shall be Hong Kong law. The seat of arbitration shall be Hong Kong. The number of arbitrators shall be one (1). The arbitration proceedings shall be conducted in English.