This Membership Agreement (the “Agreement”) is entered into as of the Effective Date set forth in its signature block by CO HEADQUARTERS, LLC, a Virginia limited liability company also doing business as HEADQUARTERS or HQ (“HQ”), located at 3104 Semmes Avenue, Richmond, Virginia 23225 (the “Premises”), and the undersigned individual or entity (the “Member”).
1. Membership Terms
1.1. Month-to-Month Contract
Your Headquarters membership is a month-to-month contract, you can cancel your membership at any given time with 30 days written notice to headquartersrva@gmail.com.
2. PAYMENT TERMS
2.1. Billing and Late Fees
Headquarters will automatically bill the Member each month on the anniversary of the Effective Date. Payments not received within five (5) days of the due date shall incur a $100 late fee.
2.2. Payment Method
All payments will be made electronically through Headquarters’ automatic billing system unless otherwise agreed in writing. Returned or failed payments may result in suspension of access.
2.3. Nonpayment
Failure to pay any fee within ten (10) days of the due date may result in suspension or termination of membership at Headquarters’ discretion.
2.4. Refunds
Membership fees are non-refundable, except in cases where Headquarters terminates this Agreement without cause.
3. ACCESS AND AMENITIES
3.1. Access Hours
Members may access the Premises during normal business hours (Monday–Friday, 9:00 AM to 5:00 PM). Extended or after-hours access may be available by written agreement.
3.2. Amenities
Headquarters provides shared access to high-speed internet, printing services, kitchenette facilities, common areas, and community programming. Availability may vary by membership tier.
3.3. Reserved Usage and Honor System
Headquarters maintains a shared calendar that Members may use to reserve a table or declare quiet hours for a meeting time. Although Members are not required to sign-in upon arrival, Headquarters operates on an honor system and reserves the right to terminate or suspend membership for any Member that Headquarters reasonably believes is exceeding the usage or benefits permitted by the Member’s membership tier.
3.4. Residency Room Use
In addition to the community perks, events, digital resources, and coworking space benefits of Standard Members, Resident Members may also access their desired room on their Assigned Access Day each week. Any additional use of a Residency Room requires prior approval by Headquarters and may incur an hourly or daily rate, as applicable. Headquarters reserves the right to substitute an equivalent room or reschedule access times as reasonably necessary for maintenance, events, or operational needs.
3.5. Guests
Members may bring guests by arrangement with Headquarters. The Member assumes full responsibility for their guests’ conduct and compliance with Headquarters policies.
3.6. Nature of Use Rights
This Agreement grants a limited, revocable license to use the Premises in common with other members; it does not convey any leasehold, tenancy, or real property interest.
4. MEMBER CONDUCT AND USE POLICIES
4.1. Conduct
Members must maintain respectful and professional behavior at all times, including keeping noise to a minimum and exercising due care when taking phone calls and meetings to avoid disturbing others. Harassment, discrimination, or disruptive behavior will not be tolerated and may result in suspension or termination of membership.
4.2. Cleanliness and Care
Members shall keep their workspace and shared areas clean. Personal items may not be left overnight unless expressly permitted by Headquarters.
4.3. Security
Members must not share door codes, keys, or access credentials with any unauthorized individual. Any risk to physical security or access to the Premises must be reported to Headquarters immediately.
4.4. Compliance with Laws
The Member agrees to comply with all applicable laws, Headquarters policies, and safety guidelines while using the Premises.
5. TERM AND TERMINATION
5.1. Standard Memberships
Standard Memberships renew automatically on a month-to-month basis. The Member may cancel a Standard Membership by giving Headquarters thirty (30) days’ written notice of termination
5.2. Residency Memberships
Residency Memberships continue for a six (6) month term and automatically renew for additional 6-month terms unless the Resident Member provides Headquarters with written notice of termination at least thirty (30) days prior to the expiration of the current term.
5.3. Termination by Headquarters for Cause
Headquarters may immediately terminate this Agreement if the Member violates any term of this Agreement, fails to pay any amount when due, or engages in behavior detrimental to the Headquarters community.
5.4. Termination by Headquarters for Convenience
Headquarters may terminate this Agreement without cause by providing thirty (30) days’ written notice to the Member.
5.5. Effect of Termination
Upon termination, the Member shall vacate the Premises, remove all property, and cease representing any affiliation with Headquarters. Sections relating to payment obligations, indemnification, limitation of liability, governing law, and any other provisions which by their nature should survive termination shall survive termination or expiration of this Agreement.
6. LIABILITY, ASSUMPTION OF RISK, AND INDEMNIFICATION
6.1. Assumption of Risk
The Member understands and acknowledges that use of Headquarters’ coworking space at the Premises and participation in any on-site or Headquarters-sponsored activities (including events, classes, and meetings) involve inherent risks, including but not limited to property loss, equipment malfunction, accidents, injury, illness, exposure to communicable disease, or other hazards that may arise from the acts or omissions of other members, guests, or third parties. The Member voluntarily assumes all such risks, whether foreseeable or not, and accepts full responsibility for any resulting injury, damage, or loss to the Member or the Member’s property.
6.2. Release and Waiver of Liability
To the maximum extent permitted by law, the Member hereby releases, waives, and forever discharges Headquarters, its affiliates, successors, assigns, members, managers, officers, employees, contractors, and agents (collectively, the “Headquarters Parties”) from any and all claims, demands, causes of action, damages, or liabilities of any kind (including those based on negligence or Premises conditions) arising out of or related to the Member’s presence at, or use of,Headquarters Premises or participation in Headquarters-related activities. This waiver expressly includes, without limitation, claims for: (i) bodily injury, illness, or death; (ii) theft, loss, or damage to personal property; (iii) interruption or loss of business, data, or income; and (iv) any consequential or incidental damages. The Member acknowledges that this release extends to claims that are unknown, unsuspected, or unanticipated at the time of execution.
6.3. Covenant Not to Sue
The Member agrees not to institute or assist in any lawsuit or arbitration against any Headquarters Party for any matter released in this Agreement. If the Member breaches this covenant, the Member shall indemnify Headquarters for all resulting costs, including attorneys’ fees. This covenant shall not apply to claims that cannot legally be waived under Virginia law.
6.4. Indemnification
The Member shall defend, indemnify, and hold harmless the Headquarters Parties from and against any and all claims, losses, damages, liabilities, penalties, judgments, fines, costs, and expenses (including reasonable attorneys’ fees) arising from or related to: (i) the Member’s breach of this Agreement or violation of Headquarters rules or applicable law; (ii) injury, death, or property damage caused by the Member or the Member’s guests, clients, or invitees; (iii) the Member’s business operations or use of Headquarters’ Premises; or (iv) any claim by a third party arising from the Member’s actions or omissions. This obligation survives termination or expiration of this Agreement.
6.5. No Warranty
ALL HEADQUARTERS PRODUCTS AND SERVICES AND THE PREMISES ARE PROVIDED “AS-IS” WITHOUT ANY WARRANTY WHATSOEVER. HEADQUARTERS DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, WITHOUT LIMITATION, ALL IMPLIED WARRANTIES OF MERCHANTIBILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.
6.6. Personal Property and Insurance
The Member is solely responsible for securing the Member’s own property and obtaining any desired personal, business, or liability insurance. Headquarters does not carry insurance covering the Member’s personal or business property and shall not be liable for loss or damage thereto for any reason, including theft, fire, water, or negligence.
6.7. Limitation of Liability
Notwithstanding anything to the contrary, the total cumulative liability of Headquarters and all Headquarters Parties for any claim arising out of or related to this Agreement shall not exceed the total membership fees paid by the Member during the three (3) months immediately preceding the event giving rise to the claim. In no event shall Headquarters be liable for any indirect, consequential, incidental, special, exemplary, or punitive damages.
7. MISCELLANEOUS PROVISIONS
7.1. Independent Relationship
Nothing in this Agreement shall be construed to create an employment, partnership, joint venture, fiduciary, or agency relationship between the Member and Headquarters. The Member shall have no authority to bind or represent Headquarters in any manner whatsoever, and Headquarters shall have no responsibility for the Member’s business activities, clients, or representations.
7.2. Force Majeure
Headquarters shall not be liable, and the Member shall not be entitled to any refund, credit, or compensation, for any delay, interruption, or failure in performance caused by circumstances beyond Headquarters reasonable control, including but not limited to: fire, flood, storm, epidemic, public health emergency, governmental order or regulation, labor disputes, utility outages, or the acts or omissions of third parties. If a force majeure event prevents Headquarters from providing access or services, Headquarters may, in its sole discretion: (i) suspend access temporarily; or (ii) terminate this Agreement without liability.
7.3. Governing Law and Jurisdiction
This Agreement shall be governed by and interpreted under the laws of the Commonwealth of Virginia, except for Virginia’s choice of law statutes. Any lawsuits or other actions arising directly or indirectly out of this Agreement will be litigated in the Commonwealth of Virginia.
7.4. Attorneys’ Fees
If Headquarters retains counsel or initiates legal action to enforce any provision of this Agreement, Headquarters shall be entitled to recover all costs and expenses incurred, including reasonable attorneys’ fees, expert witness fees, court costs, and fees incurred on appeal or in bankruptcy or collection proceedings, regardless of whether litigation is filed. The Member also agrees to reimburse Headquarters for any reasonable collection costs incurred due to late or unpaid balances.
7.5. No Assignment
Membership rights and privileges are personal to the Member and may not be sold, transferred, shared, sublicensed, or assigned without Headquarters’ prior written consent, which may be granted or withheld in Headquarters’ sole discretion. Any attempted assignment or delegation in violation of this provision shall be null and void. Headquarters may assign or transfer this Agreement to an affiliate or successor without notice or consent.
7.6. Entire Agreement
This Agreement constitutes the entire understanding between the Member and Headquarters regarding membership at Headquarters and supersedes all prior agreements, discussions, or representations, whether oral or written. The Member acknowledges that no oral promises or inducements have been made that are not expressly contained in this Agreement.
7.7. Amendments
Headquarters may amend the terms of this Agreement, including membership rates, by providing at least thirty (30) days’ written notice to the Member. Continued use of Headquarters Premises after the effective date of any change shall constitute the Member’s acceptance of the amendment. Except as otherwise provided herein, no modification of this Agreement shall be valid unless in writing and signed by both Headquarters and the Member.
7.8. Severability
If any provision of this Agreement is found to be invalid, illegal, or unenforceable by a court of competent jurisdiction, such provision shall be enforced to the maximum extent permissible, and the remaining provisions shall remain in full force and effect.
7.9. Counterparts
This Agreement may be executed in one or more counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Signatures transmitted electronically, including by scanned PDF, email, or electronic signature platform,shall be deemed to have the same legal effect as delivery of an original manually executed counterpart.
Headquarters