Dedicated Desk Membership Terms and Conditions

Good Gorilla – Membership and Services Terms and Conditions

Good Gorilla’s services are provided by Good Gorilla Inc., a Toronto, Ontario, Canada corporation ("Good Gorilla", "we", or "us"). These Terms and Conditions (“Terms”) govern your access to and use of: (i) the Coworking Space’s (as defined below) Wi-Fi internet network, designated desk space, and common facilities (such as the kitchen and meeting rooms); and (ii) any and all other services and events offered by Good Gorilla.

References to “you,” “your”, “Member” and similar words in these Terms refer to the individual or entity registering for any services and agreeing to be bound by these Terms. If you are entering into these Terms on behalf of an entity, you represent and warrant that you have all necessary right, authority and consent to bind such entity to these Terms.

Pursuant to a valid lease between 401 Richmond Ltd. (the “Landlord”) and Good Gorilla, dated April 1st, 2016, Good Gorilla is the lawful tenant of certain premises municipally known as suite LL01, 401 Richmond St. West, in the City of Toronto, within the Province of Ontario (the “Coworking Space” or the “Leased Premises”). Good Gorilla operates the Coworking Space as a co-working office space on a membership basis for artists, designers and other creative entrepreneurs. Good Gorilla’s mission is to foster ingenuity among its members by offering co-working spaces, support services, and ongoing lectures and events. Good Gorilla has the legal authority to grant Membership (as defined below) for the access to and use of certain space within the Coworking Space. Any access to or use of the Coworking Space and/or Services (as defined below) is solely on, subject to, to the extent set forth in, and in accordance with the terms and conditions set out herein, and may be revoked by Good Gorilla in accordance with the same.

We may change these Terms at any time without notice, such that the revised Terms shall be effective immediately upon their posting on this page. Your continued use of the Services (as defined below) and/or the Membership shall be considered your acceptance of the revised Terms.

THIS IS A LEGAL AGREEMENT. Please read it carefully. BY ACCESSING AND/OR USING and/or signing up for a Membership and/or THE SERVICES (As defined below), YOU ARE ACCEPTING AND AGREEING TO THESE TERMS. YOU REPRESENT AND WARRANT THAT YOU HAVE THE RIGHT, AUTHORITY, AND CAPACITY TO ACCEPT AND AGREE TO THESE TERMS. IF YOU DO NOT ACCEPT and AGREE TO THESE TERMS IN THEIR ENTIRETY, you do not have the right to purchase a Membership or ACCESS the services (As defined below). Any future update, addition, or limitation to any or all of the Services (As defined below) shall be subject to these Terms.

TYPES OF MEMBERSHIP

During the Term, you will have access to the Services (as defined below) that are included under the Membership you are purchasing, as displayed to you at the time you purchase your Membership. Such Services may be updated by us from time to time. The desk space available and access to the Coworking Space afforded under the respective Memberships are as follows:

Dedicated Desk Membership - A member with a Dedicated Desk Membership is permitted access to the Coworking Space at any time, 24 hours per day, seven days per week. Such member shall be assigned a private desk, which no other member of the Coworking Space shall be permitted to use or access without such member’s permission.

Shared Desk Membership - A member with a Shared Desk Membership is permitted access to the Coworking Space at any time, 24 hours per day, seven days per week. Such member shall be permitted to work from one of several desks designated for “Shared Desk Members” on a first-come first-served basis. Good Gorilla does not guarantee the availability of shared desk space at any time.

Part-Time Membership - A member with a Part-Time Membership is permitted access to the Coworking Space 24 hours per day for a maximum of eight (8) days per calendar month. Such member shall be permitted to work from one of several desks designated for “Shared Desk Members” on a first-come first-served basis. Good Gorilla does not guarantee the availability of shared desk space at any time.

Day Pass Membership - A member with a Day Pass Membership is permitted access to the Coworking Space during regular business hours for one (1) day, subject to availability. When a Day Pass is purchased the member must indicate the date on which they will use the Day Pass (the “Access Date”). Member may only use the Day pass on the Access Date, and Good Gorilla will not reimburse or credit a member any amount in the event such member fails, for any or no reason, to access the Coworking Space on the Access Date. Member shall be permitted to work from one of several desks designated for “Shared Desk Members” on a first-come first-served basis. Good Gorilla does not guarantee the availability of shared desk space at any time.

TERMS OF MEMBERSHIP

Access - Notwithstanding anything else herein, Member acknowledges and agrees that these Terms do not constitute a lease or sublease, nor any rights of tenancy whatsoever. These Terms solely set out the terms of a membership (the “Membership”) to access the Coworking Space and its Services (as defined below) solely on the terms and conditions set out herein. The Terms shall never be construed as to grant you any title, lease, easement, lien, possession or related rights in our business, the Coworking Space or anything contained in the Coworking Space, and/or any tenancy interest (including any security of tenure), leasehold estate, or other real property interest whatsoever. Neither you nor we will misrepresent our relationship.

The Service - The Membership includes the use of the Coworking Space’s Wi-Fi internet network and use of applicable designated desk space as well as access to common facilities (the “Services”). The Services may be updated by us from time to time. Common facilities may include the kitchen and meeting rooms, or those spaces that are outlined to you at the time you create your account and/or purchase your Membership. Member acknowledges and agrees that services and events may be offered and/or hosted by us that are not included in the Membership and that may be subject to additional fees to use or attend, as applicable, which fees shall be set by us in our sole and absolute discretion.

The Term - Member acknowledges and agrees that their right to access the Coworking Space and/or the relevant Services is valid only throughout the applicable term (the “Term”), as displayed to you at the time you create your account and/or purchase your Membership and/or sign up for the relevant Services or as updated by us from time to time, including any extension thereto, subject to the following:

Month to Month Term - A month to month Term (“Month to Month Term”) is equal to the duration of (1) calendar month. Unless we decline, in our sole and absolute discretion, to renew your Term, a Month to Month Term will automatically renew at the end of each Term.

6 Month Term - A 6 month Term (“6 Month Term”) is equal to the duration of 6 consecutive calendar months. When selecting a 6 Month Term Member commits to maintain a Membership of equal or greater value as the one selected at the start of the 6 Month Term during the entire duration of such 6 Month Term. Members with a 6 Month Term cannot terminate their Membership before the end of such 6 Month Term, and shall be liable for all fees related to the entire duration of the 6 Month Term. Unless we decline, in our sole and absolute discretion, to renew your Term, a 6 Month Term will automatically renew at the end of each 6 Month Term.

For the sake of clarity, Member has no rights to permanent use of any given space within the Coworking Space except under written agreement with Good Gorilla and the Landlord. In addition to the foregoing, and notwithstanding anything else, Member's right of access shall never extend beyond the term of the lease that Good Gorilla has with the Landlord.

Availability - Member acknowledges and agrees that the Services provided to the Member, expressly including without limitation access to the Coworking Space and/or desk space, are subject to availability and change.

Changes & Disruptions - Member acknowledges and agrees that all amenities and Services provided by Good Gorilla, including but not limited to opening hours, availability of a particular working area, and use of the meeting rooms, are to be deemed as additional privileges of Membership and subject to change. Member acknowledges and agrees that access to the Coworking Space and the use of the Services, including without limitation access to desk space, may on occasion be disrupted. This may include, but is not limited to: (i) use of the meeting rooms and/or equipment, and (ii) the offering of events on the premises that are not included in the standard Membership and that may require additional fees to attend or use. Member acknowledges that Good Gorilla will endeavour, but will not be obligated, to announce to Member in advance of any known changes or disruptions to Member’s access to the Coworking Space or to the use of the Services.

Transfer - Member may not assign or transfer the Membership to any other party without the express written approval of Good Gorilla.

Security - You may be required to present a valid, government-issued photo identification in order to gain access to the Coworking Space. For security purposes, we may regularly record via video certain areas of the Coworking Space. If we deem it reasonably necessary in our sole and absolute discretion, we may disclose information about you to satisfy applicable law, rule, regulation, legal process or government request, or to protect us, our members, or other individuals, or any of our or their property. It is your obligation to notify any of your guests about this policy.

Mail - Subject to availability, you may elect to receive mail and packages at the Coworking Space. If you have done so, we will accept mail and deliveries on your behalf during the Coworking Space’s regular business hours on regular business days. We have no obligation to store such mail or packages: (i) for more than thirty (30) days of our receipt; or (ii) if we receive mail or packages after you terminate your Membership. We have no obligation to accept bulk or oversized mail or packages. For the sake of clarity, and without limitation, you acknowledge and agree that we shall not be liable for any lost or damaged mail and/or package/s received or stored by us.

MEMBERSHIP FEE


Fee – Membership fees (“Membership Fees”) shall be paid on a per-month and, as applicable, recurring or nonrecurring basis and shall be subject to all applicable taxes. The Membership Fee shall be paid without any off-set, abatement or deduction whatsoever. Notwithstanding the foregoing, Membership Fees for Day Pass Memberships shall be paid on or before the Access Date.

Payments - By signing up for a Membership and/or any other Services and providing your payment information, you agree to pay us the recurring and/or nonrecurring, as applicable, fees associated with the particular Services and/or Membership you are purchasing, as displayed to you at the time you create your account, purchase a Membership and/or sign up for the relevant Services, or as updated by us from time to time. You acknowledge and agree that the payment method provided by you will be automatically charged the Membership Fees and any other amounts you may incur or be liable for (including without limitation for any damages caused to the Coworking Space or any of our property) in connection with the Services and/or your Membership. Only a single payment method may be used at any given time to make payments, including for all Services and Memberships you purchase in a single transaction. You must keep your payment information up-to-date and accurate. Recurring fees, which may include without limitation any recurring Membership Fees and other recurring fees you have agreed to in connection with the Services and/or Memberships, will be charged on the first (1st) day of your Membership’s monthly cycle, unless we notify you otherwise.

Payment Method - You have the option to make payments to Good Gorilla hereunder by way of credit card or Paypal. Unless otherwise specified in writing by Good Gorilla, all amounts payable hereunder are in Canadian dollars.

Late Payment - Payments received more than five (5) days after their due date will be charged an administration fee of fifty dollars ($50.00) plus applicable taxes and Member owing such payments or administration fees will be denied access to the Coworking Space and all Services until such time as said payments are up to date. Your use of the Services may eventually be terminated if we are unable to charge your payment instrument for any reason. When we receive funds from you, we will first apply the funds to any balances which are in arrears and to the earliest month due first. Once past balances are satisfied, any remaining portion of the funds will be applied to current fees due.

No Refunds - All payments hereunder, including without limitation all Membership Fees, are non-refundable.

TERMINATION PROVISIONS

Termination by Member - In the event Member wishes to terminate the Membership, Member must provide Good Gorilla with written notice a minimum of 15 days’ prior to the last day of Member’s Term of its intention to terminate the Membership. Member must provide such written termination notice via email or by hand delivering a written statement to Good Gorilla. In the event Member provides such written notice of termination, the Membership shall expire on the date that is the last day of Member’s Term (the “Expiry Date”).

Termination by Good Gorilla - Member acknowledges and agrees that the Membership is a privilege that may be revoked upon default, as so determined by Good Gorilla in its sole and absolute discretion, of any of the provisions contained herein. Moreover, at any other time when Good Gorilla in our reasonable discretion see fit to do so, we may, at our sole discretion, restrict your access to your account, the Coworking Space, and/or the Services and/or terminate your Membership. Good Gorilla shall provide termination notice via email or by hand delivering a written statement to Member. Termination shall be effective on the 15th day following the delivery of such termination notice to Member (the “Termination Date”). If the Membership is terminated, Member acknowledges that Good Gorilla will return that portion of the Membership Fee that is for the remaining period of the Term of the Membership, less any amounts held back to cover damage to the Coworking Space or our property or the Building (as defined below) or the surrounding premises, only once Member has surrendered and forfeited the Membership, keys, pass cards and any other evidence of Membership. In addition to the above, Good Gorilla may, in our sole and absolute discretion, decline to renew your Term with immediate effect and possibly without prior notice to you for any reason or for no reason.

Unclaimed Property - Following the Expiry Date or Termination Date, as applicable, Good Gorilla will retain for a maximum of thirty (30) days any property belonging to Member left upon the premises of the Coworking Space after which time Good Gorilla may dispose of any unclaimed property without liability or compensation of any sort to Member.

RESPECT FOR COMMUNITY INTERESTS

Respect - Member acknowledges and agrees that the Coworking Space has been created by Good Gorilla for the benefit of a community of members and that Member shall not interfere with the interests of the community as a whole nor the ability of other members to quietly and productively work at the Coworking Space. Member agrees to show respect to each member of the Coworking Space. Where any member of the Coworking Space requires special accommodation, including but not limited to accommodation arising from a medical condition, or physical or mental disability, Member agrees to take such reasonable steps as may be necessary to ensure such member may continue to access and benefit from the Coworking Space and the Services. Member agrees not to act in a manner that in Good Gorilla’s sole opinion does or is likely to adversely affect the peaceful and productive operation and/or enjoyment of the Coworking Space.

Cleanliness - Member agrees to clean up after themselves and/or their guests and shall make further efforts, as necessary, to ensure the Coworking Space remains tidy and hygienic for all members.

Storage - Member agrees not to maintain or store any goods or equipment in common areas of the Coworking Space or the surrounding premises that have not been expressly designated for such purpose.

Signs & Events - Member acknowledges that they must receive permission from Good Gorilla to post signs, host events, or otherwise use the Coworking Space or its surrounding premises in any way that is not expressly written herein or in any way that may impose on the interests of Good Gorilla or the members.

NO ILLEGAL OR OTHERWISE OBJECTIONABLE ACTIVITY

Network Activity - Member agrees not to engage in any online or business activity of any sort that may damage or impair the functioning of the Coworking Space or the Services, including but not limited to overburdening or impairing any servers or networks connected to the Coworking Space.

Illegal Activity - Member agrees not to engage in any illegal or nefarious activity in the Coworking Space or in or around the building in which the Coworking Space is located, including but not limited to illegal or nefarious online activity. Member agrees not to engage in any online or business activities of a questionable moral character that may damage or otherwise adversely affect the benefits of Membership, the mission of the Coworking Space, the Coworking Space’s or Good Gorilla’s reputation, or the reputation of members of the Coworking Space, including but not limited to using the Coworking Space or the Services in connection with downloading or using trademarked or copyrighted material without permission, pyramid schemes, spam, identity theft, defaming or harassing others, or uploading or downloading profane or indecent material. In cases where a judgment call remains to be made of the moral character or adverse effects of an impugned activity, such judgments will be made at the sole and absolute discretion of Good Gorilla.

Intellectual Property - You must not directly or indirectly take, copy or use any information or intellectual property belonging to other members or member companies or any of their guests, including without limitation personal names, likenesses, voices, business names, trademarks, service marks, logos, trade dress, other identifiers or other intellectual property, or modified or altered versions of the same.

INDEMNIFICATION AND LIMITED LIABILITY

Loss or Damage – Good Gorilla shall not be liable for any death or injury arising from or out of any occurrence in, upon, at, or relating to the Coworking Space, or damage to property of Member or of others located in the Coworking Space, nor shall Good Gorilla be responsible for any loss of or damage to any property of Member or others for any cause whatsoever, whether or not any such death, injury, loss or damage results from the negligence of Good Gorilla, its agents, servants, employees, guests, or persons for whom it may in law be responsible. Without limiting the generality of the foregoing, Good Gorilla shall not be liable for any injury or damage to any persons or property resulting from fire, explosion, falling plaster, steam, gas, electricity, water, rain, flood, snow or leaks from any part of the Coworking Space or from the pipes, appliances, plumbing works, roof, or subsurface of any floor or ceiling or from the street or any other place or by dampness or by any other cause whatsoever. Good Gorilla shall not be liable for any such damage caused by other members of the Coworking Space or persons on the premises or by occupants of adjacent property thereto, or the public, or caused by construction or caused by any private, public or quasi-public work or utility, including any interruption, cessation or failure of same.

Property - All property of Member kept or stored in the Coworking Space shall be so kept or stored at the risk of Member only. Member shall indemnify and save Good Gorilla harmless from any claim/s arising out of any damage to the Coworking Space or the surrounding premises including, without limitation, any subrogation claims by Member’s insurers.

Indemnification of Good Gorilla - Member shall indemnify Good Gorilla and save it harmless from and against any and all losses, claims, actions, damages, liabilities and expenses in connection with loss of life, personal injury, damage to property or any other loss or injury whatsoever arising from or out of these Terms, the Membership, or any occurrence in, upon, or at the Coworking Space or its surrounding premises or the occupancy or use by Member of the Coworking Space, the common areas and facilities and/or in and around the building where the Coworking Space is located, or any part thereof, or occasioned wholly or in part by any act or omission of Member, its agents, invitees or by anyone permitted to be in the Coworking Space by Member, or any others for whom Member is responsible in law. If Good Gorilla shall be made a party to any litigation commenced by or against Member, then Member shall protect, indemnify and save Good Gorilla harmless and shall pay all costs, expenses and reasonable legal fees incurred or paid by Good Gorilla in connection with such litigation. Member shall also pay all costs, expenses and legal fees (on a solicitor and client basis) that may be incurred or paid by Good Gorilla in enforcing the terms and conditions of these Terms, unless a Court shall decide otherwise. The contents of this condition shall survive the termination, expiration or surrender of the Membership notwithstanding anything else, including without limitation anything in these Terms, to the contrary.

Claims - Member specifically waives its rights to make any claims as against the Landlord of the premises for which the Landlord may claim indemnification, damages, losses, or payment of any kind from Good Gorilla.

Liability - Good Gorilla will carry Liability and Personal Property insurance for the Coworking Space. Member acknowledges and understands that it is strongly advised to carry their own liability and personal property insurance policy to cover their own property and to protect against claims arising from damage to the Coworking Space, the Coworking Space’s surrounding premises, the building where the Coworking Space is located, or other Members’ personal belongings.

RULES & REGULATIONS OF THE BUILDING

Ingress & Egress - The sidewalks, entrances, elevators, stairways, corridors and fire escapes of the building in which the Coworking Space is housed (the “Building”; which, for the sake of clarity, shall include without limitation any and all property adjacent to or surrounding such building) shall not be obstructed by Member or used by Member for any purpose other than for ingress and egress to and from the Leased Premises. Member shall not place or allow to be placed in the hallways, corridors or stairways any waste paper, dust, garbage, refuse or anything else whatsoever that would obstruct them or tend to make them appear unclean or untidy. Nothing shall be thrown by Member out of the windows or doors or down the passages or skylights of the Building.

Heavy Equipment - Business machines, filing cabinets, heavy merchandise, or other articles liable to overload, injure or destroy any part of the Building shall not be taken into it without the written consent of the Landlord and the Landlord shall in all cases retain the right to prescribe the weight and proper position of all such articles and the times and routes for moving them into or out of the Building; the cost of repairing any damage done to the
Building by the moving or keeping of any such articles on the Leased Premises shall be paid by Member.

Other Tenants - Member shall not in any way interfere with or annoy other occupants of the Building or those having business with them.

Notice of Defects - Member shall give Good Gorilla or its agent prompt written notice of any accident to or any defect in the plumbing, heating, air-conditioning, mechanical or electrical apparatus or any other part of the Building which has come to the attention of Member.

Vehicles & Animals - No bicycles or other vehicles and no dog or other animal or bird shall be brought into or kept in the Leased Premises or in the Building.

Supplies - Furniture, effects and supplies shall not be taken into or removed from the Leased Premises except at such time and in such manner as may be previously approved by the Landlord.

Nuisance - Member shall not commit, cause or permit any nuisance or waste on the Leased Premises or the common areas and facilities or in or around the Building or permit the emission of any offensive substance, odour or noise from the Leased Premises.

Sleeping Quarters - No one shall use the Leased Premises for sleeping quarters or residential purposes, or for storage of personal effects or articles not required for business purposes.

Building Security - The Landlord shall have the right: (a) to require all persons entering or leaving the Building at hours other than normal business hours, which is defined as between 8:00 a.m. and 5:00 p.m. Monday through Friday, as the Landlord may reasonably determine, to identify themselves to a watchman by registration or otherwise and to establish their right to enter or leave, and (b) to exclude any peddler or beggar at any time from the Leased Premises or the Building.

Washrooms - Member and its guests and employees shall use such washroom facilities and other water apparatus in the Building as shall be from time to time designated by the Landlord for use in connection with the Leased Premises. The washroom facilities and other water apparatus shall not be used for any purpose other than those for which they are constructed and no sweepings, rubbish, rags, ashes or other substances shall be thrown therein. Any damage resulting by misuse shall be borne by Member by whom the same is caused. Member shall not let water run unless it is being used.

Windows - Member shall observe strict care not to allow windows admitting light into the Leased Premises
to be opened or remain open so as to admit rain or snow or as to interfere with the heating or the air-conditioning of the Leased Premises or of the Building. Member will be responsible for any injury caused to the property of other tenants or to the property of the Landlord by failure on the part of Member to observe this rule.

Locks - Member shall not place any additional lock upon any door of the Leased Premises or the Building and shall not replace any locks upon any door of the Leased Premises or the Building.

Cooking - Member shall not permit any cooking in the Leased Premises or the Building without the written consent of the Landlord.

Parking - Members, guests, invitees, visitors and others doing business with it at the Leased Premises shall not block the driveways or parking stalls in the parking lot of the Building by parking their vehicles in such a manner that such vehicles restrict the free flow of traffic or prevent other vehicles from entering designated parking stalls or in the manner in which one vehicle is using or hindering the use of more than one parking stall. There shall be no overnight parking whatsoever without the prior written approval of the Landlord. Any vehicles violating these rules with respect to parking will be ticketed and/or towed away by the Landlord at the expense of Member.

Hazardous Materials - Member shall not permit or allow any hazardous or dangerous materials or substances to be brought into the Leased Premises or the Building and shall comply with the laws and regulations with respect to materials.

Renovations - a) Member may not add to or change in any way any part of the Leased Premises without the prior written consent of Good Gorilla. This includes but is not limited to painting, urethaning, covering the floors, brickwork, windows, beams or ceilings of the Leased Premises.

b) Member may not cover or touch in any way the "clerestory" windows in any part of the Leased Premises without the prior written consent from the Good Gorilla.

No Smoking Clauses - Smoking is only permitted in designated exterior areas (front and back of the building). Members shall not permit anyone including guests, employees or invites to smoke in the Leased Premises, in the Building, or in exterior zones that have been designated no smoking areas i.e. the courtyard. Breach of this provision shall constitute a breach of these Terms.

Roof Garden - Member acknowledges that the roof of the Building is under the strict control of the Landlord with is entitled to set such rules and regulations with respect to the roof as the Landlord determines in its sole and absolute discretion. Member acknowledges that there are safety issues and, accordingly, agrees that under no circumstances will it access or permit any access by any members, guests or invitees beyond the chained stairs down onto the roof garden. Member covenants and agrees to indemnify and save harmless the Landlord, its servants, agents, employees and those for whom the Landlord is in law responsible against any damage whatsoever arising from a breach of this provision.

Other Regulations - The Landlord reserves the right to make such further and other rules and regulations as it may reasonably require.

ADDITIONAL PROVISIONS

Member acknowledges that Good Gorilla reserves the right to update these Terms at any time. Member acknowledges that Good Gorilla will attempt, but shall be under no obligation, to contact Member to notify them of any changes to the Terms within 14 days of their enactment. Any failure to contact Member in the event of any change/s to the Terms shall not affect the enactment, validity, effect, force, applicability and/or enforceability of such change/s, and Member shall be responsible for periodically reviewing the Terms for changes thereto.

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

These Terms shall be governed by the laws of the Province of Ontario. Any disputes between Member and Good Gorilla, including any and all disputes arising out of, or related to, these Terms, shall be resolved exclusively by a court of competent jurisdiction sitting at the City of Toronto, Province of Ontario. 

Cobot Terms and Conditions

Cobot is the web platform used by Good Gorilla 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 their Account. Customer shall keep their 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 their 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 their 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 their 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 they are responsible for their 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 them 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 their 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 their 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 them (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 they 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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