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.

Terms of Service Although we may attempt to notify you via email when major changes are made, you should visit this page periodically to review the terms. Cobot may, in its sole discretion, modify or revise these terms and conditions and policies at any time, and you agree to be bound by such modifications or revisions. If you do not accept and abide by this Agreement, you may not use the Cobot service. Nothing in this Agreement shall be deemed to confer any third party rights or benefits.

Description of Service Cobot is an application to manage coworking spaces (the "Service") from Upstream - Agile GmbH ("upstream). You understand and agree that the Service is provided on an AS IS and AS AVAILABLE basis. upstream disclaims all responsibility and liability for the availability, timeliness, security or reliability of the Service. upstream also reserves the right to modify, suspend or discontinue the Service with or without notice at any time and without any liability to you.

Personal Use The Service is made available to you for your personal use only. You must provide current, accurate identification, contact, and other information that may be required as part of the registration process and/or continued use of the Service. You are responsible for maintaining the confidentiality of your Service password and account, and are responsible for all activities that occur thereunder. upstream reserves the right to refuse service to anyone at any time without notice for any reason.

Proper Use You agree that you are responsible for your own communications and for any consequences thereof. Your use of the Service is subject to your acceptance of and compliance with this Agreement. You agree that you will use the Service in compliance with all applicable local, state, national, and international laws, rules and regulations, including any laws regarding the transmission of technical data exported from your country of residence. You shall not, shall not agree to, and shall not authorize or encourage any third party to: (i) use the Service to upload, transmit or otherwise distribute any content that is unlawful, defamatory, harassing, abusive, fraudulent, obscene, contains viruses, or is otherwise objectionable as reasonably determined by upstream; (ii) upload, transmit or otherwise distribute content that infringes upon another party’s intellectual property rights or other proprietary, contractual or fiduciary rights or obligations; (iii) prevent others from using the Service; or (iv) use the Service for any fraudulent or inappropriate purpose. Violation of any of the foregoing may result in immediate termination of this Agreement, and may subject you to state and federal penalties and other legal consequences. upstream reserves the right, but shall have no obligation, to investigate your use of the Service in order to determine whether a violation of the Agreement has occurred or to comply with any applicable law, regulation, legal process or governmental request.

Content of the Service upstream takes no responsibility for third party content (including, without limitation, any viruses or other disabling features), nor does upstream have any obligation to monitor such third party content. upstream reserves the right at all times to remove or refuse to distribute any content on the Service, such as content which violates the terms of this Agreement. upstream also reserves the right to access, read, preserve, and disclose any information as it reasonably believes is necessary to (a) satisfy any applicable law, regulation, legal process or governmental request, (b) enforce this Agreement, including investigation of potential violations hereof, (c) detect, prevent, or otherwise address fraud, security or technical issues, (d) respond to user support requests, or (e) protect the rights, property or safety of upstream, its users and the public. upstream will not be responsible or liable for the exercise or non-exercise of its rights under this Agreement.

Intellectual Property Rights upstream’s Intellectual Property Rights. You acknowledge that upstream owns all right, title and interest in and to the Service, including without limitation all intellectual property rights (the "upstream Rights"), and such upstream Rights are protected by international intellectual property laws. Accordingly, you agree that you will not copy, reproduce, alter, modify, or create derivative works from the Service. You also agree that you will not use any robot, spider, other automated device, or manual process to monitor or copy any content from the Service. The upstream Rights include rights to (i) the Service developed and provided by upstream; and (ii) all software associated with the Service.

Your Intellectual Property Rights upstream does not claim any ownership in any of the content that you upload, transmit or store in your Cobot account. We will not use any of your content for any purpose except to provide you with the Service.

Representations and Warranties You represent and warrant that (a) all of the information provided by you to upstream to participate in the Services is correct and current; and (b) you have all necessary right, power and authority to enter into this Agreement and to perform the acts required of you hereunder.

Privacy As a condition to using the Service, you agree to the terms of the Cobot Privacy Policy as it may be updated from time to time. upstream understands that privacy is important to you. You do, however, agree that upstream may monitor, edit or disclose your personal information, if required to do so in order to comply with any valid legal process or governmental request (such as a search warrant, subpoena, statute, or court order), or as otherwise provided in these Terms of Service and the Cobot Privacy Policy.

Account Inactivity After a period of inactivity, whereby a user fails to log in to an account for a period of nine months, Cobot reserves the right to disable or terminate the account. If an account has been deactivated for inactivity, the username associated with that account may be given to another user without notice to you or such other party.

Privacy As a condition to using the Service, you agree to the terms of the Cobot Privacy Policy as it may be updated from time to time. upstream understands that privacy is important to you. You do, however, agree that upstream may monitor, edit or disclose your personal information, if required to do so in order to comply with any valid legal process or governmental request (such as a search warrant, subpoena, statute, or court order), or as otherwise provided in these Terms of Service and the Cobot Privacy Policy.

Termination; Cancellation You may cancel your use of the Services and/or terminate this Agreement with or without cause at any time by providing notice to upstream at https://Cobot.me/pages/imprint; provided, however, that a terminated account may continue to exist for up to two business days before such cancellation takes effect. Cobot may at any time and for any reason terminate the Services, terminate this Agreement, or suspend or terminate your account. In the event of termination, your account will be disabled and you may not be granted access to your account or any files or other content contained in your account although residual copies of information may remain in our system. Except as set forth above or unless upstream has previously canceled or terminated your use of the Services (in which case subsequent notice by upstream shall not be required), upstream will notify you via email of any such termination or cancellation, which shall be effective immediately upon upstream’s delivery of such notice. Sections 3, 4, 5, 7, and 9 – 11 of the Agreement shall survive expiration or termination.

Indemnification You agree to hold harmless and indemnify upstream, and its subsidiaries, affiliates, officers, agents, and employees from and against any third party claim arising from or in any way related to your use of the Service, including any liability or expense arising from all claims, losses, damages (actual and consequential), suits, judgments, litigation costs and attorneys’ fees, of every kind and nature. In such a case, upstream will provide you with written notice of such claim, suit or action.

Choice of Law; Jurisdiction These Terms of Use will be governed by and construed in accordance with the laws of the State of Germany, without giving effect to its conflict of laws provisions or your actual state or country of residence. Any claims, legal proceeding or litigation arising in connection with the Service will be brought solely in Germany, and you consent to the jurisdiction of such courts.

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