Legal

1.0 About This Agreement

This Membership Agreement (the “Agreement”) is entered into between the undersigned member (“you” or the “Member”) and CoCreate Spaces Inc. (“CoCreate Spaces”, “we”, “us”, or “our”), a corporation incorporated under the laws of Canada with a principal office located at 688 Richmond St W #405, Toronto, ON M6J 1C5. 

This Agreement governs your access to and use of the CoCreate Spaces studio facilities located at 688 Richmond St W #405, Toronto, ON M6J 1C5 (the “Studio”) on the terms and conditions set out herein. By signing this Agreement or by purchasing, booking, or using any membership or Studio services, you confirm your understanding and acceptance of this legally binding Agreement. “Member” includes any person who purchases, books, or uses Studio services or facilities, whether or not they physically sign this Agreement.

This Agreement grants you a personal, revocable license to access and use shared Studio space for designated creative purposes. It does not create a lease, sublease, tenancy, or any interest in real property. You do not acquire any exclusive rights to occupy the Studio or any part thereof. This Agreement does not confer upon you any legal or equitable interest in the premises.


Your access to the Studio is also subject to any studio rules, house policies, or booking procedures posted online or in the Studio from time to time. These form part of this Agreement and may be updated at our sole and absolute discretion to ensure safety, fairness, and operational integrity.


1.1 Key Terms

The following table summarizes the principal terms of your membership, including fees, usage entitlements, and other material conditions. These terms are provided for convenience only and are subject to the full provisions of this Agreement. In the event of any inconsistency, the detailed terms set out in the body of this Agreement shall govern. Members are responsible for understanding and complying with all terms, including those incorporated by reference.


Term

Details

Membership Fee

$250.00 per year (plus applicable taxes).

Included Usage

10 hours of Studio access per membership year.

Additional Usage Fee

$25.00 per additional hour (plus applicable taxes).

Usage Expiry

Included hours must be used within 12 months of purchase and do not roll over.

Booking Requirements

All usage must be booked in advance through the online platform. Currently, the following restrictions are applicable:

  • The minimum booking duration is 1 hour

  • A temporary cap of 8 hours per week per member is in effect unless granted express permission by Cocreate Spaces Inc. administration. These hours can be distributed at the member’s discretion. 

  • Current hours of operation are 8am-11pm 7 days a week including all major holidays (subject to change over time at the discretion of the Cocreate Spaces Inc. Administration)

Cancellation Policy

48-hour advance notice required to cancel without penalty.

Late Cancellation

First late cancellation is forgiven; subsequent late cancellations are non-refundable.

Studio Access

Available only to registered Members during posted operating hours.

Non-Transferable

Memberships and booked time are personal and non-transferable.


The above terms are a summary only. All access to the Studio and Member obligations remains subject to the full terms and conditions of this Agreement, including applicable fees, usage limits, rules of conduct, and liability waivers.


1.2 Consumer Protection Act Disclaimers

 This Agreement is primarily intended for individuals and entities obtaining membership for business or commercial purposes, including but not limited to photographers, videographers, content creators, and other creative professionals operating as sole proprietors or through incorporated businesses.


If you are entering into this Agreement in the course of a business or commercial activity, you acknowledge and agree that the Ontario Consumer Protection Act, 2002 (the “CPA”) does not apply to this Agreement.


If, however, you are entering into this Agreement for personal, family, or household purposes, the CPA may apply. In that case:

  • You may cancel this Agreement within ten (10) days of receiving a copy, without reason or penalty, by providing written notice to CoCreate Spaces;

  • Any limitation or waiver of your statutory rights under this Agreement shall apply only to the extent permitted by the CPA; and

  • If any provision of this Agreement conflicts with a mandatory provision of the CPA, that mandatory provision shall prevail to the extent of the inconsistency, and the remainder of this Agreement shall remain in full force and effect.

If you are uncertain whether your use of the Studio qualifies as commercial or personal under the CPA, you are encouraged to seek independent legal advice before entering into this Agreement.


1.3 Notices

Any notice or other communication required or permitted to be given under this Agreement shall be in writing and shall be deemed to have been duly given if delivered by email. Each party agrees that email shall be a valid method of delivery for all notices under this Agreement. Notices to the Corporation shall be sent to the following email address: [cocreatespacesinc@gmail.com]


Notices to the other party shall be sent to the email address provided below or as provided at the time of registration. Either party may update its email address for notice by delivering written notice of such change to the other party in accordance with this section.


2.0 Membership Privileges

Subject to the terms of this Agreement and your compliance therewith, your membership grants you a limited, non-exclusive, non-transferable right to access and use designated areas of the CoCreate Spaces studio facility (the “Studio”) for photography, videography, and related creative purposes during posted operating hours and in accordance with applicable booking procedures.


Your membership includes the use of common areas, equipment designated for Member use, and access to standard amenities as posted from time to time, subject to availability. All access is by advance booking only and is restricted to the time slot reserved by you. CoCreate Spaces reserves the right to limit access based on occupancy levels, operational needs, or maintenance requirements.


The scope of your access is limited to the hours and services specified in Section 1.1 (Key Terms). No proprietary interest in any physical space is conveyed under this Agreement. Your membership does not entitle you to exclusive use of any specific equipment, room, or time slot unless expressly confirmed in writing.


From time to time, CoCreate Spaces may need to close the Studio, suspend operations, or restrict access to certain areas or equipment due to maintenance, safety concerns, technical disruptions, or force majeure circumstances. While reasonable efforts will be made to notify Members in advance and minimize disruption, CoCreate Spaces does not guarantee uninterrupted access to the Studio or any specific services or amenities.


3.0 Pre-Authorized Payment Agreement

If you have selected to pay your membership fee by pre-authorized payment (“PAP”), you (the “Payor”) authorize CoCreate Spaces to withdraw the membership fee and any applicable taxes or charges from your designated credit card, bank account, or other approved payment method on a recurring basis, in accordance with the billing terms set out in Section 1.1 (Key Terms).


By enrolling in PAP, you agree that:

  • The initial charge of $250.00 (plus applicable taxes) will be processed upon your registration or on the date indicated at checkout.

  • Your payment method will be used to process additional charges, including fees for additional usage, late cancellations, or add-ons, if applicable.

  • You are responsible for ensuring that your payment method remains valid and has sufficient funds.

  • Declined or returned payments may result in an administrative fee, suspension of access, or termination of your membership, as outlined in Section 6 (Default).


You may revoke your authorization by providing written notice to CoCreate Spaces at least thirty (30) days in advance of your next scheduled billing date. Revocation of PAP does not relieve you of any outstanding payment obligations under this Agreement.


4.0 Term and Renewal

This Agreement commences on the date your membership is activated (the “Start Date”) and continues for a term of twelve (12) months, unless earlier terminated in accordance with this Agreement (the “Term”). At the end of the Term, your membership will automatically renew for successive twelve (12) month periods on the same terms, subject to any updates to fees or policies communicated to you in advance. You may cancel your membership effective at the end of the current Term or renewal period by providing CoCreate Spaces with written notice at least thirty (30) days before the renewal date.


If notice of cancellation is not received within the required time frame, your membership will renew automatically and you authorize CoCreate Spaces to process the applicable annual membership fee and any taxes or charges using your pre-authorized payment method.

CoCreate Spaces reserves the right to elect not to renew this Agreement at the end of the Term or any renewal period by providing you with written notice at least thirty (30) days prior to the applicable renewal date.


5.0 Fees

You agree to pay all membership and usage fees as outlined in Section 1.1 (Key Terms) and in accordance with the terms of this Agreement. Fees are stated in Canadian dollars and are subject to applicable taxes.


5.1 Membership Fee

The annual membership fee is $250.00, plus applicable taxes, and is payable in advance upon registration or renewal. Payment of this fee includes access to the Studio for up to ten (10) hours per membership year at no additional cost. Additional studio hours may be purchased in accordance with Section 5.2.. Membership fees are non-refundable except as expressly stated in this Agreement or as required by law.


5.2 Additional Usage Fee

If you wish to use the Studio beyond your included annual hours, additional time may be purchased at the time of booking at a rate of $25.00 per hour, plus applicable taxes. If you exceed your reserved time during a session, the additional usage may be charged automatically based on actual time used and billed to your pre-authorized payment method on file. 

5.3 Payment Responsibility

You are solely responsible for ensuring that all fees are paid when due. Your failure to use the Studio does not relieve you of your obligation to pay fees in full and on time.


5.4 Fee Adjustments

CoCreate Spaces reserves the right to adjust fees for new terms or future membership periods. Notice of any changes to fees will be provided at least thirty (30) days prior to the effective date of the change. If you do not agree with the new fees, you may cancel your membership in accordance with Section 10 (Cancellation of this Agreement).


5.5 Add-Ons

CoCreate Spaces may, from time to time, offer optional add-on services or amenities (“Add-Ons”) that can be purchased in addition to your base membership. Add-Ons may include, but are not limited to, exclusive equipment access, extended booking hours, storage lockers, or event participation. The availability, pricing, and terms of each Add-On will be set out at the time of purchase or as otherwise posted by CoCreate Spaces.


Add-On fees will be charged to your payment method on file and will recur or be billed as a one-time charge depending on the nature of the Add-On. Add-Ons may be cancelled by providing at least ten (10) days’ notice in writing or via your member portal, where available.


CoCreate Spaces reserves the right to introduce, modify, suspend, or discontinue any Add-On at any time upon notice to you. Any changes to Add-On pricing or features will be communicated at least ten (10) days in advance. Continued use of an Add-On after such notice will constitute your acceptance of the modified terms.


5.6 Chargebacks

If a credit card charge is reversed, disputed, or charged back without prior notice or legitimate basis, CoCreate Spaces reserves the right to immediately suspend or cancel your membership without refund. You remain responsible for any outstanding amounts and may be required to pay administrative or recovery fees before reinstatement is considered.


6.0 Annual Fees

The membership fee set out in Section 5 constitutes your annual fee and is charged once per twelve (12) month term. This fee is due in full upon registration or renewal and provides access to the Studio for the duration of the membership year, subject to the terms of this Agreement.

The annual fee is non-refundable, except as otherwise provided in this Agreement or where required by applicable law. Failure to use the Studio, whether in whole or in part, does not entitle you to a refund, credit, or extension of your membership term.


CoCreate Spaces reserves the right to change the amount of the annual fee for future terms. Any such change will be communicated to you in writing with at least thirty (30) days’ notice prior to your next renewal date. If you do not agree to the revised fee, you may cancel your membership in accordance with Section 10 (Cancellation of this Agreement).


6.1 Payment Application and Terms

All payments under this Agreement, including the annual fee, charges for additional hours, and applicable taxes, are due as outlined in Sections 5 and 6.

Payments will be applied in the following order of priority:

  1. Any outstanding balances from a prior membership term (if applicable);

  2. The current annual membership fee;

  3. Charges for additional usage, add-ons, or administrative fees.


You are responsible for ensuring that your selected payment method remains active and that all charges are paid in full and on time. CoCreate Spaces reserves the right to suspend or terminate your access to the Studio if any payment is missed, delayed, or rejected. All fees are non-refundable, except as expressly provided in this Agreement or as required by law.


6.2 Payment Obligations Absolute

Your obligation to pay all fees and charges under this Agreement is absolute, unconditional, and not subject to set-off, withholding, or reduction for any reason, including but not limited to non-use of the Studio, dissatisfaction with the facilities or services, or personal scheduling conflicts.

By entering into this Agreement, you acknowledge that your payment commitment is for the full membership term and that no refunds, credits, or deferrals will be provided except as expressly stated in this Agreement or as required by applicable law.


Failure to use your included hours or access the Studio during your membership term does not relieve you of your payment obligations or entitle you to any refund or extension.


7.0 Default

You will be considered in default of this Agreement if you:

  • Fail to make any required payment when due;

  • Breach any material provision of this Agreement, including but not limited to studio rules, booking policies, or conduct standards; or

  • Provide false or misleading information in connection with your membership.


In the event of default, CoCreate Spaces may, in its sole discretion and without limiting any other remedies:

  • Suspend or terminate your membership and access to the Studio;

  • Retain any fees paid to date without refund; and

  • Pursue any outstanding amounts through legal or collection channels, including recovery of reasonable enforcement costs.


Reinstatement of a cancelled or suspended membership is subject to CoCreate Spaces’ discretion and may require payment of any outstanding amounts and administrative fees.


8.0 Release of Liability, Waiver of Claims, Assumption of Risks and Indemnity 

You acknowledge that your use of the Studio, including any equipment, props, lighting, stands, cables, or facilities, involves inherent risks, including the risk of physical injury, property damage, or loss. You voluntarily assume full responsibility (for yourself and your guests) for any such risks arising from your activities or presence at the Studio.


To the fullest extent permitted by law, you agree to:

  • Release and forever discharge CoCreate Spaces Inc., its directors, officers, employees, contractors, affiliates, and agents (collectively, the “Releasees”) from any and all claims, actions, damages, losses, or liabilities arising from or related to your use of the Studio or participation in any activity therein, whether arising in contract, tort, negligence, statute, or otherwise, including claims relating to the negligence of the Releasees or breach of any duty of care owed under the Occupiers’ Liability Act (Ontario); and

  • Indemnify and hold harmless the Releasees from and against any and all third-party claims, damages, liabilities, or expenses (including legal fees) resulting from your acts, omissions, breach of this Agreement, or use of the Studio.


This waiver applies to any loss or injury, including theft, damage to personal property, bodily injury, or illness, and survives the termination of this Agreement.


You understand that you are responsible for consulting a qualified professional regarding any medical conditions or limitations that may affect your ability to safely use the Studio or participate in creative activities therein. Your participation is entirely voluntary and undertaken at your own risk.


9.0 Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE TOTAL AGGREGATE LIABILITY OF COCREATE SPACES INC. AND ITS DIRECTORS, OFFICERS, EMPLOYEES, CONTRACTORS, AFFILIATES, AND AGENTS (COLLECTIVELY, THE “RELEASEES”) FOR ANY AND ALL CLAIMS, LOSSES, DAMAGES, OR LIABILITIES ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR YOUR USE OF THE STUDIO—WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STATUTE, EQUITY, OR OTHERWISE—SHALL BE STRICTLY LIMITED TO THE TOTAL AMOUNT OF MEMBERSHIP FEES PAID BY YOU TO COCREATE SPACES IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.


IN NO EVENT SHALL THE RELEASEES BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, EXEMPLARY, OR CONSEQUENTIAL DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, LOSS OF OPPORTUNITY, LOSS OF DATA, REPUTATIONAL HARM, OR BUSINESS INTERRUPTION, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

THIS LIMITATION SHALL APPLY REGARDLESS OF THE CAUSE OF ACTION OR LEGAL THEORY ASSERTED AND SHALL SURVIVE THE TERMINATION OR EXPIRY OF THIS AGREEMENT.


10.0 Cancellation of this Agreement

You may cancel this Agreement by providing CoCreate Spaces with written notice of cancellation at least thirty (30) days prior to the end of your current membership term. Notice must be delivered by email or other written method that allows you to retain proof of delivery and timing. Cancellations by phone, text message, or verbal communication are not accepted.

If you cancel your membership before the end of the current term, no refund will be issued for any unused time or unused hours, except where required by applicable law. You remain responsible for any fees accrued up to the effective date of cancellation, including fees for additional hours used or late cancellation penalties, if any.


CoCreate Spaces may cancel this Agreement at any time, without cause, by providing you with at least thirty (30) days’ written notice. In such event, any prepaid fees for unused time may be refunded on a pro rata basis, subject to applicable deductions for prior usage and incurred charges.


CoCreate Spaces may also cancel this Agreement immediately and without refund if you breach a material term of this Agreement, including but not limited to studio rules, payment obligations, or conduct standards, or if you engage in conduct that, in CoCreate Spaces’ sole discretion, presents a risk to safety, property, or operations.


10.1 Termination by CoCreate Spaces

CoCreate Spaces may terminate this Agreement, your Studio access, and any related services at any time by providing notice to you. Upon termination, you will be refunded the unused portion of your included annual hours on a pro rata basis, calculated using the number of unused hours remaining out of the ten (10) hours included with your membership. No refund will be issued for any additional hours purchased or used, or for any add-ons or fees incurred prior to termination. CoCreate Spaces shall not be liable to you for any loss, damage, costs, or inconvenience arising from or related to such termination, to the fullest extent permitted by law.


11.0 Studio Access

Access to the Studio is restricted to registered Members in good standing. You may only access the Studio during posted operating hours and in accordance with any booking policies or procedures established by CoCreate Spaces.


Studio access is granted through digital or physical means authorized by CoCreate Spaces (e.g., unique booking codes, digital entry systems). You must not share your access credentials with any other person. Unauthorized access, including permitting non-members to use your credentials or enter the Studio without approval, is strictly prohibited and may result in immediate suspension or termination of your membership without refund.


CoCreate Spaces reserves the right to restrict or deny access at any time for safety, maintenance, or operational reasons, or if you are in breach of this Agreement.


12.0 Age Limitations

Membership is only available to individuals who have reached the age of majority in the province of Ontario, being eighteen (18) years of age or older.


CoCreate Spaces reserves the right to verify age and identity at any time, and to deny access or revoke membership if age requirements are not satisfied or properly documented.


13.0 Rules and Regulations

The Studio shall be used exclusively for lawful, professional, and creative purposes. The primary intended use of the Studio is content production (photography, videography). Other activities such as classes, workshops, or seminars are permitted if:


  • activities are conducted respectfully and quietly;

  • light snacks and non-alcoholic beverages are permitted (no catering, alcohol, or hot food).


To maintain a safe, professional, and respectful environment, all Members must comply with the Studio rules and any posted policies or procedures (whether posted digitally or physically) which may be updated from time to time and refrain from prohibitive conduct (the “Rules”). These Rules are incorporated into and form part of this Agreement. You are responsible for ensuring that the Studio is left clean and returned to its original condition.


Prohibited conduct includes, but is not limited to:

  • disrespectful behaviour;

  • sexual harassment or misconduct;

  • harassment, threats, violence, discrimination, or intimidation;

  • misusing the Studio, any common elements of the building or the bathroom; 

  • exceeding the maximum capacity of the studio which is [25];

  • engaging in any sexual content;

  • disabling any security devices;

  • hosting parties or gatherings;

  • producing or engaging in any adult or pornographic content;

  • failing to vacate the Studio at the end of your booked time;

  • leaving equipment, props, or shared areas in disarray;

  • bringing in unauthorized substances which currently include:

    • alcohol

    • drugs

    • glitter

    • paint

    • smoke machines

    • hot food

    • animals (with the sole exception of certified service animals as defined under applicable accessibility legislation);

  • generating excessive noise, vibration, or disruptions to others;

  • using any props or special equipment without written pre-approval;

  • engaging in unlawful, unsafe, or disrespectful behaviour.


Failure to comply with the Rules may result in warnings, suspension, or termination of membership at the discretion of CoCreate Spaces. In the case of suspension, your obligations under this Agreement (including payment obligations) will continue during the suspension period

.

You may not install or modify any lighting rigs, cabling, electrical fixtures, wireless equipment, or structural elements within the Studio without the prior written consent of CoCreate Spaces. Unauthorized modifications may result in suspension or termination of your membership and liability for restoration costs.


You must obtain prior written permission from CoCreate Spaces before bringing into the Studio any medium- to large-sized installations, free-standing structures, or any equipment that may pose a risk to safety, interfere with other Members' use of the space, or cause damage to the premises. CoCreate Spaces reserves the right to withhold approval at its sole discretion, and may impose conditions on the setup, duration, or removal of such items. Unauthorized installations or structures may be removed at the Member’s expense and may result in suspension or termination of Studio access without refund.


You must vacate the Studio promptly at the end of your reserved time. Unauthorized use of the Studio beyond your booked period, or after the expiry or termination of this Agreement, may result in additional charges at the prevailing hourly rate and may be considered a breach of this Agreement. You will be responsible for any loss, liability, or disruption caused by such unauthorized use.


You are solely and fully responsible for any guests you invite or permit to enter the Studio. This includes responsibility for their conduct, compliance with all Studio rules, and any damage, disruption, or liability they may cause. CoCreate Spaces assumes no responsibility for guests and reserves the right to restrict or prohibit guest access at any time.


14.0 Reservation of Rights

CoCreate Spaces reserves the right to:

  • Refuse, suspend, or cancel any membership, with or without cause, in accordance with this Agreement;

  • Modify, substitute, or remove any Studio equipment, services, or amenities at its discretion;

  • Adjust Studio hours, booking availability, or operational policies in response to business needs, safety concerns, or external factors such as maintenance, weather, or legal compliance;

  • Restrict access to certain areas or features of the Studio based on occupancy, maintenance, or availability;

  • Implement temporary closures, capacity limits, or health and safety protocols as required.


While CoCreate Spaces will use reasonable efforts to notify Members of material changes in advance, you acknowledge that no guarantee is made regarding the uninterrupted availability of the Studio or any specific equipment, space, or service.

No refund or credit will be issued for temporary closures or service modifications, except as expressly provided in this Agreement or required by law.


14.1 Restoration and Damage Fees
CoCreate Spaces reserves the right to charge a reasonable fee to cover cleaning, restoration, or repair of any damage caused by you to the Studio, its equipment, or facilities beyond ordinary wear and tear. You agree to promptly reimburse CoCreate Spaces for any such costs upon request.


15.0 Independent Contractors

From time to time, CoCreate Spaces may permit third-party service providers, instructors, or facilitators (“Independent Contractors”) to offer workshops, classes, or other services within the Studio. These services are not part of your membership and are not provided by CoCreate Spaces.


If you choose to engage with any Independent Contractor, you do so at your own risk and under a separate arrangement directly between you and that provider. CoCreate Spaces does not endorse, warrant, supervise, or assume any responsibility for the conduct, qualifications, or services of any Independent Contractor.


CoCreate Spaces shall not be liable for any act, omission, loss, injury, or damage arising from or relating to any services offered by Independent Contractors.


16.0 Warranty

To the fullest extent permitted by law, CoCreate Spaces disclaims all warranties, representations, and conditions of any kind, whether express, implied, statutory, or otherwise, including but not limited to any implied warranties or conditions of merchantability, fitness for a particular purpose, quiet enjoyment, or non-infringement.


CoCreate Spaces makes no representation or warranty that the Studio, its equipment, services, or amenities will be available without interruption, error-free, or free from defects or hazards. All access and use of the Studio is provided strictly on an “as-is,” “as available” basis.


You acknowledge and agree that no oral or written information or advice given by CoCreate Spaces or its representatives will create any warranty not expressly set out in this Agreement.


17.0 Privacy Policy

CoCreate Spaces is committed to protecting your personal information in accordance with applicable privacy laws. By entering into this Agreement and using the Studio, you consent to the collection, use, and disclosure of your personal information for purposes including, but not limited to:

  • Managing your membership and processing payments;

  • Facilitating bookings and Studio access;

  • Enforcing the terms of this Agreement;

  • Ensuring the safety, security, and proper operation of the Studio; and

  • Communicating with you regarding updates, notices, or service offerings.


The Studio is monitored by both local and cloud-based video surveillance systems. By entering the Studio, you acknowledge and expressly consent to being recorded. Surveillance footage is used solely for operational, security, and compliance purposes and will not be accessed or disclosed except to authorized staff, service providers, or legal authorities, or as otherwise required by law.


You are responsible for informing any guests you bring into the Studio of the existence and use of video surveillance and for obtaining their consent prior to granting them access. By allowing a guest to enter the Studio, you represent and warrant that such guest has been properly notified and has given informed consent to being recorded. All personal data will be handled using reasonable administrative, technical, and physical safeguards to protect against unauthorized access, use, or disclosure.


18.0 Insurance

 While CoCreate Spaces, strongly encourages all Members to carry valid business insurance, including commercial general liability coverage, it is not a mandatory condition of membership. Such insurance can help protect you from liability for damage to property, personal injury, or third-party claims arising from your activities in the Studio.


Whether or not you carry insurance, you are solely responsible for any loss, damage, or injury you cause while using the Studio. CoCreate Spaces does not provide insurance coverage for Members, their guests, or their equipment, and disclaims all liability for any such claims.


If you do maintain insurance, you may be asked to provide proof of coverage upon request.


19.0 Miscellaneous

19.1 Entire Agreement 

This Agreement constitutes the entire agreement between you and CoCreate Spaces with respect to your membership and use of the Studio, and supersedes all prior and contemporaneous understandings, agreements, representations, and communications, whether oral or written.


No verbal statements, promotional materials, or representations by any employee, agent, or representative of CoCreate Spaces shall be binding unless expressly incorporated into this Agreement in writing. Any modifications to this Agreement must be made in writing and signed by an authorized representative of CoCreate Spaces.


19.2 Assignment

This Agreement is personal to you and may not be assigned, transferred, or sublicensed, in whole or in part, without the prior written consent of CoCreate Spaces Inc. Any attempt to assign, transfer, sublicense, or otherwise convey any of your rights or obligations under this Agreement without such consent shall be null and void and may result in the immediate termination of your membership without refund. You may not sublicense, rent, assign, or otherwise share access to the Studio, in whole or in part, with any third party without the express prior written permission of CoCreate Spaces. CoCreate Spaces may assign or transfer this Agreement, in whole or in part, to any affiliate, successor, or purchaser of its business or assets without your consent. Subject to the foregoing, this Agreement shall be binding upon and shall inure to the benefit of the parties and their respective successors and permitted assigns.


19.3 Severability of Provisions

If any provision of this Agreement is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, such provision shall be deemed severed from this Agreement and shall not affect the validity or enforceability of the remaining provisions. The remaining provisions shall continue in full force and effect and shall be construed to give effect to the original intent of the parties to the fullest extent permitted by law.


19.4 Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein. Any dispute arising out of or relating to this Agreement shall be submitted to the exclusive jurisdiction of the courts of the Province of Ontario, sitting in Toronto, and each party irrevocably attorns to the jurisdiction of such courts.


19.5 Force Majeure

CoCreate Spaces Inc. shall not be liable for any delay, failure, or interruption in the performance of its obligations under this Agreement, including the provision of access to the Studio, if such delay or failure is due to events beyond its reasonable control (“Force Majeure Events”). Force Majeure Events include, but are not limited to:

  • Acts of God or natural disasters (including fire, flood, earthquake, or storm);

  • Epidemics, pandemics, or public health emergencies;

  • Power outages or telecommunications failures;

  • Government orders, regulations, or mandatory shutdowns;

  • Strikes, lockouts, labour disputes, or other industrial disturbances;

  • Civil unrest, terrorism, war, or threats thereof.


If a Force Majeure Event occurs, CoCreate Spaces may suspend or modify its operations and obligations under this Agreement without liability. Any such suspension shall not constitute a breach of this Agreement. Where the impact of a Force Majeure Event continues for more than thirty (30) consecutive days, either party may terminate this Agreement upon written notice to the other. In such case, the Member shall be entitled to a pro rata refund of any unused included hours remaining under the current membership term.


19.6 Independent Status; No Partnership or Agency

 You and CoCreate Spaces Inc. are independent parties. Nothing in this Agreement shall be construed to create a partnership, joint venture, fiduciary relationship, agency, or employment relationship between you and CoCreate Spaces Inc., nor shall either party be deemed to be the legal representative or agent of the other for any purpose.

You have no authority to bind, represent, or make commitments on behalf of CoCreate Spaces Inc., whether publicly or privately. You shall not hold yourself out as having such authority.

You are solely responsible for your own conduct, use of the Studio, and compliance with all applicable laws, regulations, and professional obligations arising from your activities under this Agreement. This Agreement does not grant you any right to share in the profits, goodwill, or business opportunities of CoCreate Spaces Inc., nor does it create any entitlement to future equity, ownership, or revenue participation of any kind.

Survival

Notwithstanding the termination or expiry of this Agreement for any reason, the following provisions shall survive and remain in full force and effect: Section 5.6 (Chargebacks); Section 6.2 (Payment Obligations Absolute); Section 7.0 (Default); Section 8.0 (Release of Liability, Waiver of Claims, Assumption of Risks and Indemnity); Section 9.0 (Limitation of Liability); Section 13.0 (Rules and Regulations – to the extent they relate to post-use obligations or liability); Section 17.0 (Privacy and Surveillance); Section 18.0 (Insurance); Section 19.2 (Assignment); Section 19.4 (Governing Law); Section 19.6 (Independent Status; No Partnership or Agency); and this Section 19.7 (Survival), together with any other provisions of this Agreement which by their nature are intended to survive, including all provisions necessary to enforce rights, obligations, or remedies arising prior to termination.