Basic Terms

In joining our membership community each of us agrees to certain Basic Terms as follows:

Privacy and HIPAA.

  1. Privacy Policy. We collect, process, transfer and secure personal data about you and your
    guests and clients to perform the Services pursuant to the terms of our Privacy Policy,
    which can be found at https://helloalma.com/pp/.
  2. Business Associate Agreement. Under the Health Insurance Portability and
    Accountability Act of 1996 and Health Information Technology for Economic and
    Clinical Health Act, and their respective implementing regulations (collectively referred
    to as “HIPAA”), Alma provides certain Services that involve our access, use or
    disclosure of your client’s protected health information (“PHI”), as such term is defined
    by HIPAA, in its role as your business associate. Accordingly, Alma requires you to
    execute, and Alma will ensure that its Services that involve the access, use, and
    disclosure of PHI are in compliance with, the Business Associate Agreement which can
    be found here.

Membership Fees; Payments.

  1. Monthly Membership Fee; Taxes. As of your Membership start date (the “Start Date”),
    your Monthly Membership Fee will be due monthly, five (5) days in advance of the first
    (1st) day of each month. In addition to the amount set forth in your Membership Details
    Form, you agree to pay any and all taxes that you are required to pay to any governmental
    authority attributable to your Membership.
  2. Fee Increases. Following the Initial Term, we reserve the right to increase or decrease
    the Membership Fee at our sole discretion upon sixty (60) days’ prior notice to you.
  3. Late Fees. If payment for any accrued and outstanding fee is not made by the third (3rd)
    of the month in which such payment is due, you will be responsible for paying the then-
    current late charge and your membership will be frozen until payment is received.
  4. No Refunds. Except as provided in Section 7 (Term and Termination), there are no refunds
    of any fees or other amounts paid by you in connection with the Services.

Other Members. We do not control and are not responsible for the actions of other Members, their
invitees, guests or clients, or any other third parties. If a dispute arises between Members or their
invitees, guests, or clients, we will have no responsibility or obligation to participate, mediate or
indemnify any party.


Publicity and Intellectual Property.

  1. Your Name, Likeness and Logo. You consent to our and our affiliates’ non- exclusive, non-
    transferable use of your name, likeness and/or logo in connection with identifying you as
    an Alma Member on a public-facing “Membership” display on Alma’s website, as well as
    in video and other marketing materials. You warrant that your logo does not infringe
    upon the rights of any third party and that you have full authority to provide this consent.
    You may terminate this consent at any time upon thirty (30) days’ prior notice by contacting support@helloalma.com.
  2. Alma’s Intellectual Property. Nothing in this Agreement gives you any rights to Alma’s
    intellectual property. You agree that you will not take, copy or use for any purpose the
    name “Alma” or any of our other business names, trademarks, service marks, logos, trade
    dress, other identifiers or other intellectual property or modified or altered versions of the same, or take, copy or use for any purpose any pictures or illustrations of any portion of the Office Space, without our prior consent.
  3. Feedback and other Submissions. We're always working to improve our Members’ experience, and we appreciate hearing about your experience using the Services. However, Alma does not accept or consider unsolicited ideas, including ideas for new or improved products or technologies, product enhancements, or materials. If you submit feedback or suggestions about any of our services, regardless of what your submission may say, your feedback or suggestions are non-confidential and unsolicited, and we may use them without restriction or obligation to you.

Term and Termination.

  1. Term. This Agreement will be effective when acknowledged by you. Alma’s obligation to
    provide you with the Services will start on the earlier of (i) the date Alma receives payment
    of your first month’s Membership Fee, or (ii) the Start Date. Following the Initial Term, this
    Agreement will continue on a month-to- month or year-to-year basis (any term after the
    Initial Term, a “Renewal Term”). The Initial Term and all subsequent Renewal Terms will
    constitute the “Term.” This Agreement will continue until terminated in accordance with
    this Agreement.
  2. Cancellation Prior to Start Date by You. You may cancel this Agreement prior to the Start
    Date upon delivery of notice to us. If you terminate more than one (1) full calendar month
    prior to your Start Date, you may be entitled to a refund of your Service Retainer.
  3. Termination by You. You may terminate this Agreement at the end of your Initial Term or
    during any Renewal Term by emailing support@helloalma.com
  4. Termination or Suspension by Us. We may withhold Services or immediately terminate
    this Agreement: (i) upon breach of this Agreement by you or breach of code of conduct; (ii) if any outstanding fees are still due after we provide notice to you; or (iii) at any other time, when we, in our reasonable discretion, see fit to do so. You will remain liable for past due amounts, and we may exercise our rights to collect due payment, despite termination or expiration of this
    Agreement.

Liability.

  1. Disclaimer of Warranties. THE SERVICES ARE PROVIDED "AS IS" TO THE FULLEST EXTENT PERMITTED BY LAW, NEITHER MEMBER NOR ALMA OR ITS AFFILIATES, SUPPLIERS,
    REPRESENTATIVES, EMPLOYEES, MEMBERS, AND DISTRIBUTORS (THE “ALMA PARTIES”)
    MAKE ANY WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR
    OTHERWISE, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A
    PARTICULAR USE, OR NON-INFRINGEMENT. THERE IS NO WARRANTY, DUTY OR
    CONDITION OF TITLE, QUIET ENJOYMENT, QUIET POSSESSION, OR CORRESPONDENCE TO
    DESCRIPTION.
  2. Exclusion of Incidental, Consequential and Certain Other Damages. TO THE FULLEST
    EXTENT PERMITTED BY LAW NONE OFTHE ALMA PARTIES WILL BE LIABLE UNDER THIS
    AGREEMENT OR IN CONNECTION WITH ANY PROVISION OFTHE TERMS OR YOUR
    MEMBERSHIP FOR (I) INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, OR
    PUNITIVE DAMAGES, OR (II) LOSS OF USE, BUSINESS, REVENUES, OR PROFITS (IN EACH
    CASE WHETHER DIRECT OR INDIRECT), EVEN IFTHE PARTY KNEW OR SHOULD HAVE
    KNOWN THAT SUCH DAMAGES WERE POSSIBLE AND EVEN IF A REMEDY FAILS OF ITS
    ESSENTIAL PURPOSE.
  3. Limitation of Liability and Remedies. TO THE FULLEST EXTENT PERMITTED BY LAW, THE
    ALMA PARTIES’ AGGREGATE LIABILITY ARISING OUT OF OR IN RELATION TO THIS
    AGREEMENT WILL NOT EXCEED THE AMOUNT PAID BY MEMBER TO ALMA HEREUNDER DURING THE TWELVE (12) MONTHS PRIOR TO THE EVENT GIVING RISE TO LIABILITY.
  4. indemnification. You will indemnify the Alma Parties from and against any and all claims, including third party claims, liabilities, and expenses including reasonable attorneys’ fees, resulting from any breach of the Terms by you or your guests, clients, invitees or any of your or their actions or omissions. You are responsible for the actions of and all damages caused by all persons and animals that you, or your guests or clients invite to enter Alma’s office space. You will not make any settlement that requires a materially adverse act or admission by us or imposes any obligation upon any of the Alma Parties without our written consent. None of the Alma Parties will be liable for any settlement made without its prior written consent.

Arbitration and Class Action Waiver.

  1. Informal Resolution. Before filing a claim, each party agrees to try to resolve the dispute
    by contacting the other party for discussion. If a dispute is not resolved within 30 days of
    contact, Member or Alma may bring a formal proceeding.
  2. Agreement to Arbitrate. Member and Alma agree to resolve any claims relating
    to this Agreement through final and binding arbitration, except as set forth below. The
    arbitration will be finally settled in accordance with the arbitration rules of JAMS then in
    force, by one or more arbitrators appointed in accordance with said rules. The arbitration
    will be held in New York (NY), or any other location both parties agree to in writing.
  3. Exception to Agreement to Arbitrate. Either party may bring a lawsuit in the federal or
    state courts of New York County, New York solely for injunctive relief to stop infringement
    of a party’s intellectual property rights or to join the other party to a third party claim
    related to that party’s indemnification obligations, without first engaging in the informal
    dispute notice process described above. Both Member and Alma consent to venue and
    personal jurisdiction there.
  4. NO CLASS ACTIONS. Member may only resolve disputes with Alma on an individual
    basis and will not bring a claim in a class, consolidated or representative action. Class
    arbitrations, class actions, private attorney general actions and consolidation with
    other arbitrations are not allowed.

Miscellaneous.

Updates to the Agreement. We may from time to time update this Agreement and will
provide notice to you of these updates. You will be deemed to have accepted the new
terms of the Agreement if you continue to use the Services after one (1) full calendar
month following the date of notice of the update(s), or otherwise affirmatively accept.
Entire Agreement. This Agreement, including its attachments, terms incorporated by
reference, and policies made available by Alma to Member with prior notice from time
to time constitutes the entire agreement between the Parties with respect to the
services to be performed by Alma for Member. Amendment. None of the provisions of
this Agreement may be waived, changed or altered except by an instrument in writing
signed by both Parties. No Assignment. You may not transfer or otherwise assign any of
your rights or obligations under this Agreement (including by operation of law) without
our prior consent. We may assign this Agreement without your consent. Waiver. The
waiver by either party of a breach or violation of any provision of this Agreement shall
not operate as, or be construed to be a waiver of any subsequent breach or violation.
Notices. Any and all notices under this Agreement will be given via email and will be
effective on the first business day after being sent. You are responsible for providing
Alma with an up to date email address. Severability. If any provision is unenforceable,
the other provisions will remain effective. Governing Law. This Agreement and all
matters relating to the meaning, validity or enforceability thereof and the performance

of services hereunder shall be governed by the laws of New York. No Third Party
Beneficiaries. This Agreement is intended for the exclusive benefit of the Parties and
not intended to benefit any third party. Survival. Those terms that by their nature
should survive either expiration or termination of this Agreement will survive, including
but not limited to the parties’ obligations with respect to confidential information,
ownership, arbitration, indemnification and limitation of liability.

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