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Community Membership Terms and Conditions

Cultivate Coworking Terms and Conditions for Services

  1. Acceptance of Terms

The services Cultivate Coworking provides to the client (referred to herein as “you” or “Member”) are subject to the following Terms and Conditions (“T&C”) and any subsequent revisions hereto. Cultivate Coworking reserves the right to update the T&C at any time.

Description of Services

Acceptance of the Cultivate Coworking membership application creates a prepaid usage license to use the provided amenities on a monthly or casual basis. It does not create a tenancy.

Depending on your level of membership, Cultivate Coworking may provide you with access to office space, workstations, Internet access, office equipment, conference space, knowledge resources, and other services (collectively, “Services”). The Services at all times are subject to the T&C.

  1. No Unlawful or Prohibited Use

You will not use the Services for any purpose that is unlawful or that constitutes criminal activity. Cultivate Coworking is not responsible for and will not be held liable for any Member’s unlawful conduct or criminal activity.

You will not use the Services for any purpose prohibited by the T&C, posted notices, or any subsequent notices. You may not use the Services in any manner that could damage, disable, overburden, or impair any Cultivate Coworking server or interfere with any other party’s use and enjoyment of any Services.

You may not attempt to gain unauthorized access to any Services accounts, computer systems, files, other Members’ documents or information, or networks connected to any Cultivate Coworking server, through hacking, password mining or any other means. You may not copy, obtain, or attempt to obtain any materials or information through any means not explicitly made available through the Services, nor should you post or download files that you know or that a reasonable person would know are illegal, or to which you have no rights.

  1. Use of services

You agree that when participating in or using the Services, you will not:

  1. Disrespect Cultivate Coworking’s employees, officers, agents, representatives, and other members in a manner that impedes or disrupts the coworking environment.

  2. Use the Services in connection with contests, pyramid schemes, chain letters, junk email, spamming, or any duplicative or unsolicited messages (commercial or otherwise).

  3. Defame, abuse, harass, stalk, threaten or otherwise violate the legal rights (such as rights of privacy and publicity) of others.

  4. Publish, post, upload, distribute or disseminate any inappropriate, profane, defamatory, obscene, indecent or unlawful topic, name, material or information on or through the Services.

  5. Upload, or otherwise make available, any file that contain images, photographs, software or other material protected by intellectual property laws, including, by way of example and not as a limitation, copyright or state/federal trademark laws unless you own or control the rights thereto or have received necessary consent to do the same.

  6. Use any material or information, including images or photographs, that are made available through the Services in any manner that infringes any copyright, trademark, patent, trade secret, or other proprietary right of any party.

  7. 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 computer or property of any other member or Cultivate Coworking.

  8. Download any file that you know, or reasonably should know, cannot be legally reproduced, displayed, performed, and/or distributed in such manner.

  9. Restrict or inhibit any other user from using and enjoying the Services.

  10. Violate any code of conduct or other guidelines that may be applicable for any particular Service.

  11. Harvest or otherwise collect information about others, including email addresses, without the authorization or consent of the disclosing party.

  12. Create false identity for the purpose of misleading others.

  13. Violate any applicable laws, codes, or regulations.

Violation of these terms may result in the termination of the Agreement as set forth hereinbelow.

  1. Renewals and Terminations

This Agreement is automatically renewed at the end of each monthly period. Member or Cultivate Coworking may terminate this Agreement by giving written notice of termination to the other party no less than thirty (30) days in advance. If notice is given with less than thirty (30) days remaining in the monthly period, termination shall not be effective until the end of the next full 30-day period. Payment for Services shall be made until the termination is effective pursuant to the T&C.

Notwithstanding the foregoing, in the event that Member exhibits behavior or takes any action that in the sole and absolute discretion of Cultivate Coworking violates the T&C or any policy of Cultivate Coworking, Cultivate Coworking may take whatever action it deems necessary, including but not limited to immediate termination of Services and/or admission privileges, suspension of Services, probationary period for Services, or written or verbal warning of violation and future risk of termination of Services.

In the event of termination, whether voluntary or involuntary, Cultivate Coworking will refund any amounts pre-paid for unused periods that remain on a prorated basis after deducting any pending charges and/or damages.

  1. Invoicing, Payment, and Collection

The Member is automatically invoiced monthly in advance based on their membership level. Members shall also pay any variable charges, such as room reservations, _____, that may have been incurred during the previous period. Payment is required on the first (1st) day of the monthly period. The balance due shall incur an interest charge in the amount of 1.5% per month for any payment not made by the fifth (5th) day of the monthly period. Payment for casual usage shall be paid on the day of use, unless other arrangements have been made with Cultivate Coworking in advance.

In the event Member fails to pay for Services when due and Cultivate Coworking must collect the balance due for Services rendered, the Member agrees to pay all costs of collection, including but not limited to attorneys’ fees and expenses.

  1. After Hours Access

Usage of services shall be between the hours of 8:00 a.m. and 5:00 p.m. on Monday through Friday. Services may include access to Cultivate Coworking’s Services after normal operating hours. If this is service is provided with your membership, you agree to abide by the T&C after-hours. You further agree to comply with any additional requests of Cultivate Coworking for such after-hours use.

If a key to Cultivate Coworking’s building is provided to you, you agree that the key and the access will only be used by you as the Member and will not be duplicated. Sharing, providing, or delegating access to any other person(s), even if the person is a Member of Cultivate Coworking, is strictly prohibited. Upon the termination of Services, the key must be returned to Cultivate Coworking within one (1) business day. Failure to return a key will result in a $250.00 fee, immediately due and payable. Any use or duplication of a provided key after termination is unauthorized.

  1. Disclosure

Cultivate Coworking reserves the right at all times to disclose any information about you and/or your participation in and use of the Services as Cultivate Coworking deems necessary to satisfy any applicable law, regulation, legal process or governmental request.

  1. Confidentiality

You acknowledge and agree that during your participation in and use of the Services you may be exposed to certain information containing information about business, sales, operations, know-how, trade secrets, business affairs, knowledge gained through examination or observation of or access to the facilities, computer systems and/or books and records of Cultivated Coworking, analyses, compilations, studies or other documents prepared by Cultivated Coworking or by other Members or information otherwise derived in any manner from this information (“Confidential Information”). Confidential Information shall include all information, in whole or in part, that is disclosed by Cultivate Coworking, any of its Members, or any participant of the Services or any employee, affiliate, or agent thereof, that is non-public, confidential, or proprietary in nature.

Your participation in and/or use of the Services obligates you to maintain all Confidential Information in strict confidence, not to disclose Confidential Information to any third parties, and not to use the Confidential Information in any way, directly or indirectly.

All confidential information remains the sole and exclusive property of Cultivate Coworking or the respective disclosing party. You acknowledge and agree that nothing in the T&C or your participation or use of the Services will be construed as granting any rights to you, by license, permission, or otherwise, in or to any Confidential Information or any patent, copyright or other intellectual property proprietary rights of Cultivate Coworking or any participant or user of the Services.

  1. Disclaimer of Warranties

To the maximum extent permitted by the applicable law, Cultivate Coworking provides the Services “as is” and with all faults. Cultivate Coworking disclaims with respect to the Services all warranties and conditions, whether express, implied, or statutory, including but not limited to: merchantability, fitness for a particular purpose, stability of virtual network, existence of viruses or other malware, accuracy or completeness of responses, results, or safety. Cultivate Coworking provides the Services without warranty, duty, or condition of title, quiet enjoyment, quiet possession, or infringement. By signing this Agreement, you agree that the entire risk arising out of participation in or the use of the Services remains with you.

11. Limitation of Liability and Waiver of Certain Damages

In consideration of Cultivate Coworking allowing Member to use the Services, Member does hereby remise, release, and forever discharge Cultivate Coworking and its subsidiaries (whether or not wholly-owned), affiliates, divisions, and their past, present, and future officers, agents, shareholders, members, representatives, employees, successors, and assigns of and from all debts, demands, actions, causes of action, suits, accounts, covenants, contracts, agreements, damages, and any and all claims, demands and liabilities whatsoever of every name and nature, both in law and in equity, which the Member may now have or hereafter have arising from Member’s use of the Services and any loss, injury, or theft associated therewith. Member is aware of the risks associated with the use of the Services and does hereby expressly assume and consent to the same.

To the maximum extent permitted by the applicable law, in no event shall Cultivate Coworking or its subsidiaries (whether or not wholly-owned), affiliates, divisions, and their past, present, and future officers, agents, shareholders, members, representatives, employees, successors, and assigns, jointly and individually, be liable for any special, incidental, indirect, consequential, punitive, 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 the fault, tort (including negligence), strict liability, breach of contract or breach of warranty of Cultivate Coworking, and even if Cultivate Coworking has been advised of the possibility of such damages.

Notwithstanding any damages that you might incur for any reason whatsoever (including, without limitation, all damages referenced above and all direct or compensatory damages), THE ENTIRE LIABILITY OF CULTIVATE COWORKING AND/OR ITS SUBSIDIARIES (WHETHER OR NOT WHOLLY-OWNED), AFFILIATES, DIVISIONS, AND THEIR PAST, PRESENT, AND FUTURE OFFICERS, AGENTS, SHAREHOLDERS, MEMBERS, REPRESENTATIVES, EMPLOYEES, SUCCESSORS, AND ASSIGNS AND YOUR EXCLUSIVE REMEDY FOR DAMAGES ARISING FROM THIS AGREEMENT SHALL BE LIMITED TO ACTUAL, COMPENSATORY DAMAGES INCURRED BY YOU NOT TO EXCEED $10,000. The limitations, exclusions, and disclaimers as set forth in this Agreement shall apply to the maximum extent permitted by applicable law, even if any remedy fails its essential purpose.

12. Non-Disparagement

You 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 or on any social media or public platform regarding Cultivate Coworking or any of the Cultivate Coworking officers, directors, employees, personnel, agents, policies, services, or products, other than as necessary to comply with Tennessee law.

13. Indemnification

You release and hereby agree to indemnify, defend, and save harmless Cultivate Coworking and its subsidiaries (whether or not wholly-owned), affiliates, divisions, and their past, present, and future officers, agents, shareholders, members, representatives, employees, successors, and assigns, jointly and individually, from and against all claims, liabilities, losses, damages, costs, expenses, attorneys’ fees, judgments, fines and penalties based upon or arising out of your actions, errors, omissions, willful misconduct, and/or fraud in connection with this Agreement and the participation in or use of the Services. You further agree, in the event that you fail to promptly comply with this provision, after notice from Cultivate Coworking, you shall be liable for any attorneys’ fees and costs incurred by Cultivate Coworking, its subsidiaries (whether or not wholly-owned), affiliates, divisions, and their past, present, and future officers, agents, shareholders, members, representatives, employees, successors, and assigns, jointly and individually, in connection with the defense of such claim or lawsuit.

14. Alcohol and Tobacco Policy

Responsible and lawful alcohol use by Members while using Services is permitted. Cultivate Coworking reserves absolute discretion as to the definition of responsible use and does not assume liability for misconduct of Members or their agents and/or guests after consuming alcohol. Members are not permitted to serve alcohol on the premises of Cultivate Coworking to any person under the age of twenty-one (21) years old or to any person who the Member knows or should know has consumed alcohol to the point of intoxication.

Smoking is not permitted inside Cultivate Coworking space. In the event that smoking becomes a nuisance, in the sole and absolute discretion of Cultivate Coworking, in the areas immediately adjacent to the Cultivate Coworking building, you agree to abide by requests not to smoke in those areas.

15. Choice of Law

Member is aware that this Agreement creates legally binding obligations. Member has, therefore, had the chance to review the same, prior to its execution, with the attorney of Member’s choice. This agreement shall be governed in accordance with the laws of the state of Tennessee.

  1. Severability

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

  1. Insurance

Cultivate Coworking carries Liability and Business Personal Property insurance. You are not required but it is STRONGLY SUGGESTED THAT YOU CARRY A RENTER’S INSURANCE POLICY TO COVER YOUR OWN EQUIPMENT WHILE USING OUR SPACE. You acknowledge and understand that the insurance carried by Cultivate Coworking does not cover you or your personal property during the use of the Services.

  1. User Representation and Warranty

You hereby represent and warrant that you have all requisite legal power and authority to enter into and abide by the T&C, and no further authorization or approval is necessary. You further represent and warrant that your participation 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 you are a party.

By becoming a member, you agree to be bound by the T&C and any hereafter amendment and understand that your Membership is subject to the T&C and any hereafter amendments.

Rev 01/18

Cobot Terms and Conditions

Cobot is the web platform used by Cultivate Coworking to provide this website.

1. General

1.1. Upstream-Agile GmbH, Adalbertstraße 7-8, 10999 Berlin, registered with the commercial register of the local court (Amtsgericht) of Charlottenburg under HRB 110149 B (“upstream”) provides an application to manage coworking spaces via its website www.cobot.me (the “Service” or “Services” or “Cobot”) as further specified on www.cobot.me (the “Website”).

1.2. All contractual relationships between upstream and any customer of upstream using Cobot (“Customer”, together with upstream the “Parties”, each a “Party”) shall be governed by these terms of service (“Terms of Service”). By registering on the Website or using Cobot, the Customer agrees to be bound by these Terms of Service.

1.3. Standard business conditions and/or general terms and conditions of the Customer do not apply, regardless of whether or not upstream has expressly objected to them in a particular case.

2. Registration

2.1. Any use of Cobot requires prior registration on the Website by creating an account (“Account”) and the acceptance of these Terms of Service. Customer must provide accurate and complete information and keep the Account information updated.

2.2. Customer is solely responsible for the activity that occurs on his Account. Customer shall keep his login data (password) confidential and prevent any unauthorized use by third parties. He shall immediately inform upstream if there are indications that any third party is misusing his account.

3. Use of Services

3.1. Offers published by upstream on the Website are non-binding.

3.2. The Customer may use Cobot for a trial run after registering. The Customer may only register for a trial run once. If a Customer registers for more than one trial run, upstream will have the right to delete these additional Accounts.

3.3. By registering on the Website according to section 2 hereof and subscribing to a subscription plan, the Customer makes a binding offer to use the respective Services. The offer shall be deemed to be accepted by upstream by making available the respective Service. Upon the acceptance of a subscription a contract governed by these Terms of Service between the Customer and upstream is concluded (the “Contract”).

4. Prices and Payment

4.1. The price for using Cobot depends on the number of members which are using the coworking space of the respective Customer (each a “Member”).

4.2. The Customer will be required to provide upstream with billing and account information for credit card, debit or other payment systems, such as PayPal, (each a “Payment Source”) for which the Customer is authorized to approve charges to allow upstream to collect payment from the Customer for their subscription plan. The Customer authorizes upstream to automatically and immediately bill the Payment Source when payments for subscription plans are due. The Customer shall only be allowed to raise an objection to a bill/deduction within eighty days starting from the day the deduction was made. If the objection was not raised, the deduction is deemed accepted by the Customer.

4.3. The billing of a subscription plan is made on a pre-paid basis. The payment source will be billed within five bank working days of the beginning of the chosen subscription period and then on a monthly or, as applicable, annual basis.

4.4. The prices stated on the Website are net prices excluding VAT. All other charges in connection with the use of the Services shall be borne by the Customer.

5. Contract Period, Termination of Contract, Cancellation of account

5.1. The Contract runs for an indefinite time and will remain in effect until terminated by one of the Parties in accordance with the Terms of Service.

5.2. The Parties may terminate this Contract for any or no reason at their convenience to the end of each month.

5.3. The Customer having used the trial run may unsubscribe from Cobot anytime without giving reason and without notice by using the respective button in his/her account.

5.4. The right of termination for cause and without notice remains unaffected for both Parties. A good cause for termination shall include, but shall not be limited to, any of the following events:

5.4.1. the Customer fails to comply with any applicable legal provisions;

5.4.2. a serious breach of the Customer of obligations arising from these Terms of Service by the Customer;

5.4.3. an attempt a denial of service attack on any of the Services by the Customer or any attempt to hack or break any security mechanism on any of the Services;

5.4.4. the Customer fails to pay the fees for the ordered Services;

5.4.5. a proceeding to wind-up the Customer or similar is brought against, or by the Customer (especially including insolvency and creditor protection scenarios and similar).

5.5. Any termination declaration shall be made via the “termination” button within the Account.

5.6. In the event of termination,

5.6.1. the Account of the Customer will be disabled and the Customer may not be granted access to his/her Account or any files or other content contained in the Account although residual copies of information may remain in upstream’s system;

5.6.2. any rights of use granted to Customer for using Cobot shall expire immediately and Customer shall cease to use the Services;

5.6.3. upstream will not refund any prepaid fees to Customer.

5.7. After a period of inactivity, whereby a user fails to log in to an Account for a period of nine months, upstream reserves the right to disable or terminate the Account. If an Account has been deactivated for inactivity, the subdomain associated with that Account may be given to another Customer without further notice.

6. Intellectual Property Rights

6.1. Subject to these Terms of Service, and for the duration of the Contract, upstream grants the Customer a non-exclusive license to use the Services, which non-exclusive license is hereby accepted by Customer (the “License”). The License shall be granted as non-exclusive, non-assignable, non- transferable, with no right to sub-license, worldwide limited right to use the Services. Customer is responsible for its staff’s compliance with the Terms of Service.

6.2. The scope of the License shall be subject to and limited by the number of Members as agreed between upstream and the Customer.

6.3. upstream does not claim any ownership in any of the content uploaded, transmitted or stored by the Customer in its Account. upstream will not use any of such content for any purpose except to provide the Customer with the Services.

7. Proper use

7.1. The Customer agrees that he/she is responsible for its own communications and for any consequences thereof. The Customer shall act according to the destined functions of the Website and Services. Any inappropriate or illegal use, manipulation, or change of the Website and Services is prohibited. In particular, the Customer shall, shall not agree to, and shall not authorize or encourage any third party to:

7.1.1. use the Service to upload, transmit or otherwise distribute any content that is unlawful, defamatory, harassing, abusive, fraudulent, obscene, contains malware or is otherwise objectionable as reasonably determined by upstream;

7.1.2. upload, transmit or otherwise distribute content that infringes upon another party’s intellectual property rights or other proprietary, contractual or fiduciary rights or obligations;

7.1.3. prevent others from using the Service; or

7.1.4. use the Service for any fraudulent or inappropriate purpose.

7.2. upstream reserves the right to delete any infringing content according to this section 7, terminate the Services and/or suspend Accounts of a Customer that is violating any of these Terms of Service, in particular this section 7.

8. Representations and Warranties

The Customer represents and warrants that (i) all information provided by him/her to upstream to participate in the Services is correct and current; and (ii) the Customer has all necessary right, power and authority to enter into the Contract and to perform the acts required of Customer hereunder.

9. Indemnification

9.1. The Customer will indemnify, defend, and hold harmless upstream and its officers, directors, employees for any and all claims, suits, litigation, causes of action, losses, damages, expenses, costs (including court costs and attorneys’ fees) and liabilities (“Losses”) that arise out of, or in connection with (i) the Customer’s use of the Website and/or Services; (ii) any breach by the Customer of any warranty defined in section 8; (iii) any claim that the Customer’s content distributed via the Services caused damage to a third party.

9.2. In cases of an aforementioned enforcement of claims by third parties, the Customer will provide upstream with all his information that is needed for the examination of the claim and for the defense against it. The Customer provides the information immediately, truthfully, and completely.

9.3. The regulation of liability of the Customer or his/her obligation of indemnification shall apply to the same extent in the event of an act of a Member of the Customer.

10. Limitation of Liability

10.1. upstream’s liability for damages caused by or related to the exercise of rights and obligations under this Agreement shall be excluded. The limitation of liability shall not cover

10.1.1. damage from injury to life, body or health caused by upstream;

10.1.2. damages caused by upstream that are a result of willful intent or gross negligence;

10.1.3. damages caused by upstream as a result of slight negligence in the event of upstream’s breach of an essential contractual obligation which is indispensable for the duly execution of the contract and thereby jeopardizes the achievement of the contract purpose and such damage is typically foreseeable at the time of the infringement;

10.1.4. upstream’s liability in the event of the assumption of a warranty if an obligation infringement covered thereby triggers upstream’s liability.

10.2. Liability under the Product Liability Act (Produkthaftungsgesetz) shall remain unaffected.

10.3. The limitations and/or restrictions of upstream’s liability shall also apply to the personal liability of its legal representatives and vicarious agents.

10.4. upstream will not be liable hereunder by reasons of any failure to timely perform its services due to an event beyond its reasonable control, including acts of God.

11. Use for reference

The Customer agrees that upstream may use information of the Customer provided by him/her (i.e. the name/trademark) for marketing purposes as reference on the Website. The Customer may withdraw such consent by writing an email to upstream to support@cobot.me.

12. Privacy Policy

upstream provides the Customer with information on how data is collected and processed in upstream ́s Privacy Policy.

13. Miscellaneous

13.1. These Terms of Service shall be governed by the laws of the Federal Republic of Germany excluding the Convention on Contracts for the International Sale of Goods (CISG) and the conflict of laws provisions. Both Parties submit to the exclusive jurisdiction of the courts of Berlin.

13.2. Should any provision of this Terms of Service be or become invalid, ineffective or unenforceable as a whole or in part, the validity, effectiveness and enforceability of the remaining provisions shall not be affected thereby. Any such invalid, ineffective or unenforceable provisions shall be deemed replaced by such valid, effective and enforceable provision as come closest to the economic intent and purpose as of such invalid, ineffective or unenforceable provisions as regard subject-matter, amount, time, place and extent. The aforesaid shall apply mutatis mutandis to any gap in these Terms of Service if any court has confirmed such proceeding.

13.3. upstream reserves the right to change these Terms of Service at any time without indicating the reasons. upstream will notify Customer of the changed Terms of Service on the Website or via email no later than two (2) weeks before the refined terms will take effect. In case Customer objects the new Terms of Service he/she may terminate the Contract with a period of two (2) weeks upon receipt of the information about the changes by upstream via the “termination” button within the Account.

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