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Private Office Terms and Conditions

Signature Works Membership Terms & Conditions

February 2018

1.0 General

1.1 These Terms and Conditions apply to your Membership of ‘Signature Works’ and any other services provided by Signature Works Gold Limited (‘SWG’). ‘Member’ and ‘Members’ refer to you or a company of which you are a legal officer and to other Signature Works Members who have registered and paid for a ‘Membership’. ‘Services’ and ‘Service’ refer to the range of services, or any one or some combination of them, offered by SWG and as are set out and described in these terms and conditions. Signature Works Gold Limited is part of the Signature Group of companies (‘Signature Group’) whose registered office is Millennium House, 60 Victoria Street, Liverpool, Merseyside L1 6JD.

1.2 When a Member registers for a Membership they agree to be bound by these Terms and Conditions which can be changed by SWG without notice at any time. Updates to these Terms and Conditions will appear on the Signature Works Website and SWG will endeavor to notify members of any changes via the Signature Works online platform ‘Cobot’.

1.3 The Services provided by SWG shall be flexible, shared office, private office or other working environments for individuals, teams or companies seeking office space in a professional business environment. Nothing in these terms and conditions confers any security of tenure or other right of exclusive possession or rights of occupation on a Member or any other party.

1.4 Signature Works membership entitles you:

1.4.1 To be issued with a Signature Works Privilege Card. Access to SWG buildings and private areas will be gained by this card, it is important that you always swipe in to the building with the card as only by doing so will Signature Works staff know you are in the building should an emergency arise. This card also doubles as a discount card where savings can be made at selected Signature Works Privilege Card Partners, full details of which can be found at www.signatureworks.co.uk (‘the website’)

1.4.2 Free membership to Signature Fit gym located at 60 Old Hall Street, Liverpool L3 9PP. Suitability for membership and membership itself is subject to the terms and conditions of Signature Fit Club Limited.

1.5 Each Member agrees to create an account via Cobot for the purposes of registration to SWG Services and in order to facilitate payment of the Services. Such registration requires that Members upload the required identification documentation to comply with Know Your Customer ‘KYC’ and Anti Money Laundering ‘AML” legislation as required under The Money Laundering Regulations 2007 and The Proceeds of Crime Act 2002.

2.0 Nature of this agreement and relationship of the parties

2.1 SWG is by these terms and conditions granting anyone who becomes a Member and who abides by these terms and conditions of Membership the right to use the temporary, flexible office space provided at Signature Works locations for permitted purposes. The purpose of the agreement comprised in these terms and conditions is the provision by SWG of the Services to Members.

2.2 The whole of the office space occupied and used by Members remains the property of SWG and remains in SWG’s possession and control. Nothing in these terms and conditions shall create as between SWG and any Member, or any Members, or any other person or entity (whether corporate or otherwise), the relationship of landlord-tenant or lessor-lessee. Nothing in these terms and conditions shall create or confer upon any Member or Members or any other person any security of tenure, any tenancy, any leasehold estate, or any other legal or beneficial real property interest. Nothing in these terms and conditions shall grant or be construed so as to grant to any Member, or any Members, or any other person, any title, easement, lien, right of possession or related rights in the business and undertaking of SWG, or in Signature Works named buildings or offices, or in or related to the premises or office space used or occupied in the course of providing the Services.

3.0 Hours

3.1 Signature Works workspaces will be available to Members who have been granted access between the hours of 07:00 to 21:00, Monday to Friday, and Saturday 09:00 to 17:00 excluding Bank Holidays.

4.0 Internet Policy

Signature Works Membership entitles you to the use of free internet access subject to complying at all times with the relevant provisions of the Digital Economy Act 2010

and the the following SWG Internet Acceptable Use Policy.

4.1 Overview

The purpose of this policy is to establish acceptable and unacceptable use of electronic devices and network resources at Signature Works in conjunction with its established culture of ethical and lawful behavior, openness, trust, and integrity.

Signature Works provides computer devices, networks, and other electronic information systems to meet missions, goals, and initiatives and must manage them responsibly to maintain the confidentiality, integrity, and availability of its information assets. This policy requires the users of information assets to comply with company policies and protects the company against damaging legal issues.

4.2 Scope

All employees, contractors, consultants, temporary and other workers at Signature Works, including all personnel affiliated with third parties must adhere to this policy. This policy applies to information assets owned or leased by Signature Works, or to devices that connect to a Signature Works network or reside at a Signature Works site.

4.3 Policy Statement

General Requirements

You are responsible for exercising good judgment regarding appropriate use of Signature Works resources in accordance with Signature Works policies, standards, and guidelines. Signature Works resources may not be used for any unlawful or prohibited purpose.

For security, compliance, and maintenance purposes, authorized personnel may monitor and audit equipment, systems, and network traffic per the Audit Policy. Devices that interfere with other devices or users on the Signature Works network may be disconnected. Information Security prohibits actively blocking authorized audit scans. Firewalls and other blocking technologies must permit access to the scan sources.

4.4 System Accounts

You are responsible for the security of data, accounts, and systems under your control. Keep passwords secure and do not share account or password information with anyone, including other personnel, family, or friends. Providing access to another individual, either deliberately or through failure to secure its access, is a violation of this policy.

You must maintain system-level and user-level passwords in accordance with the Password Policy.

4.5 Computing Assets

You are responsible for ensuring the protection of assigned Signature Works assets that includes the use of computer cable locks and other security devices. Laptops left at Signature Works overnight must be properly secured or placed in a locked drawer or cabinet. Promptly report any theft of Signature Works assets to the Signature Group IT Department.

All PCs, PDAs, laptops, and workstations must be secured with a password-protected screensaver with the automatic activation feature set to 10 minutes or less. You must lock the screen or log off when the device is unattended.

Devices that connect to the Signature Works network must comply with the Minimum Access Policy.

Do not interfere with corporate device management or security system software.

4.6 Network Use

You are responsible for the security and appropriate use of Signature Works network resources under your control. Using Signature Works resources for the following is strictly prohibited:

Causing a security breach to either Signature Works or other network resources, including, but not limited to, accessing data, servers, or accounts to which you are not authorized; circumventing user authentication on any device; or sniffing network traffic.

Causing a disruption of service to either Signature Works or other network resources, including, but not limited to, ICMP floods, packet spoofing, denial of service, heap or buffer overflows, and forged routing information for malicious purposes.

Introducing honeypots, honeynets, or similar technology on the Signature Works network.

Violating copyright law, including, but not limited to, illegally duplicating or transmitting copyrighted pictures, music, video, and software.

Exporting or importing software, technical information, encryption software, or technology in violation of international or regional export control laws.

Use of the Internet or Signature Works network that violates the Signature Works policies, or local laws.

Intentionally introducing malicious code, including, but not limited to, viruses, worms, Trojan horses, e-mail bombs, spyware, adware, and keyloggers.

Port scanning or security scanning on a production network unless authorized in advance by Information Security.

4.7 Electronic Communications

The following are strictly prohibited:

Inappropriate use of communication vehicles and equipment, including, but not limited to, supporting illegal activities, and procuring or transmitting material that violates Signature Works policies against harassment or the safeguarding of confidential or proprietary information.

Sending Spam via e-mail, text messages, pages, instant messages, voice mail, or other forms of electronic communication.

Forging, misrepresenting, obscuring, suppressing, or replacing a user identity on any electronic communication to mislead the recipient about the sender.

Posting the same or similar non-business-related messages to large numbers of Usenet newsgroups (newsgroup spam).

Use of a Signature Works e-mail or IP address to engage in conduct that violates Signature Works policies or guidelines. Posting to a public newsgroup, bulletin board, or listserv with a Signature Works e-mail or IP address represents Signature Works to the public; therefore, you must exercise good judgment to avoid misrepresenting or exceeding your authority in representing the opinion of the company.

4.8 Enforcement

A Member found to have violated this policy will be subject to investigation and may result in the termination of their membership. A violation of this policy by an employee of a Member, a visitor to a Member, a temporary worker, contractor or vendor of any Member may result in the termination of the Members Membership with Signature Works.

4.9 Indemnity

In the event that SWG experiences any issues with the provision of internet service (whether temporary suspension or otherwise) SWG will not accept any liability or be held responsible for any loss or damage whatsoever which may be occasioned to a Member as a result of the occurrence of such issues. This limitation and exclusion of liability and responsibility shall apply however such loss or damage may arise whether directly or indirectly and the Member waives any right to make any claim whatsoever against SWG or any of the Signature Group companies arising out of or in connection with of any such loss or damage.

4.10 Internet Policy Definitions

honeypot, honeynet Network decoys that serve to distract attackers from valuable machines on a network. The decoys provide an early warning for intrusion detection and detailed information on vulnerabilities.

Spam Electronic junk mail or junk newsgroup postings. Messages that are unsolicited, unwanted, and irrelevant.

5.0 Telephone usage policy

5.1 Members taking dedicated desk or private office membership options can also add the rental of a local landline number and if they choose the use of a VoIP Telephone to their membership package provided by SWG supplier Gamma. These options incur additional charges above that of the Membership. These additional charges are set out below (excluding VAT). Prices may be subject to change of which notice will be given.

Local landline number diverted to landline*

set-up cost £11.50

monthly charge £5.50

cost per minute 0.00

Local landline number diverted to mobile*

set-up cost £11.50

monthly charge £5.50

cost per minute £0.10

Desk Handset

set-up fee £11.50

monthly charge £21.60

cost per minute £0.00**

*These costs apply only to incoming calls. There is an option to allow for outbound calls however those will be arranged on a case by case basis via subscription to the Gamma App. Please ask for details.

**Outbound landline calls - Only applies to UK 01/02/03 numbers with the following stipulations. The total number of free 01/02/03 calls shall not exceed 2,000 minutes per user per month. Any users exceeding that limit will be subject to a per minute price for the total volume of calls per user account according to your IP call tariff. In addition, calls to numbers beginning 03 shall not exceed 15% of the total calls for that user. Outbound mobile calls – Only applies to UK Mobile numbers with the following stipulations. The total number of inclusive UK Mobile calls shall not exceed 1,000 minutes per user per month. Inclusive UK Mobiles includes calls to the following mobile charge bands FM1 - O2, FM3 - T Mobile, FM4 - Orange, FM5 - Vodafone and FM6 - Three. Calls to any other 07 numbers will not be included in the free calls allowance and will be chargeable at our standard rates.

5.2 Any and all landline numbers rented from SWG by the Member remain the property of SWG. SWG is under no obligation to transfer a previously rented landline number upon termination of the Membership by either the Member or SWG under any circumstances.

5.3 Telephone hardware remains the property of SWG and must be returned upon termination of the Membership. Hardware must not be removed from any Signature Works location. Telephone hardware must be used in a manner consistent with the Services set out in these terms and conditions. Only telephone hardware supplied by SWG may be used in any Signature Works location, no 3rd party hardware may be used by the Member. Any breakages to telephone hardware either deliberate or accidental the Member agrees to be liable for the cost of replacement.

5.4 The minimum contract term for subscription for either the Gamma App or any Gamma telephone hardware is six months from the date of installation. Should the member wish to cancel within this period for any reason, or if membership should cease beforehand, all rental and associated costs for the remainder of the period will be the liability of the member and will be billed by SWG accordingly.

5.5 In the event that SWG experiences any issues with the provision of the telephone facilities (whether temporary suspension or otherwise) SWG will not accept any liability or be held responsible for any loss or damage whatsoever which may be occasioned to a Member as a result of the occurrence of such issues. This limitation and exclusion of liability and responsibility shall apply however such loss or damage may arise whether directly or indirectly and the Member expressly waives any right to make any claim whatsoever against SWG or any of the Signature Group companies arising out of or in connection with of any such loss or damage.

6.0 Copying, printing and document scanning

6.1 Signature Works membership entitles you to use copying, printing and document scanning facilities at any of its locations where such facilities are offered subject to a fair use policy which grants each Member (or Member company) 50 Colour and 200 black and white copies per month. Should printing or copying requirements exceed this, then additional charges will apply.

6.2 In the event that SWG experiences any issues with the provision of the copying, printing and document scanning facilities (whether temporary suspension or otherwise) SWG will not accept any liability or be held responsible for any loss or damage whatsoever which may be occasioned to a Member as a result of the occurrence of such issues. This limitation and exclusion of liability and responsibility shall apply however such loss or damage may arise whether directly or indirectly and the Member expressly waives any right to make any claim whatsoever against SWG or any of the Signature Group companies arising out of or in connection with of any such loss or damage.

7.0 Locker Service

7.1 Signature Works membership of dedicated desk or above entitles you to the use of a locker (‘the Locker Service’) at those Signature Works locations where such facilities are offered subject to availability. All Locker Service charges are payable in advance for an initial period of not less than one calendar month.

7.2 Unless otherwise terminated by SWG, the Locker Service will be terminated upon a Member giving notice to SWG. The Locker Service charges may be found on the Website. In the event that a Member fails to remove property from the locker at the end of any Service period or allows Service charges to fall into arrears then SWG shall have the right to remove and dispose of any such property. SWG shall be under no obligation to notify a Member of any such removal and disposal and shall incur no liability to any Member or any other person for any loss or damage (however it may arise) which the Member or any other person may sustain as a result of such removal or disposal and the Member expressly waives any right to make any claim whatsoever arising out of or in connection with any such disposal whether for the value of the property disposed of or otherwise. Property removed from a locker in such circumstances will be stored and available for collection for a period of not less than ten working days after which period it will be disposed of.

7.3 Lockers are available to named individual members only and are not offered for corporate use. Lockers are not provided as a long-term storage facility. Lockers must remain locked at all times apart from those occasions when property is being deposited or removed. SWG accepts no liability whatsoever for the safety or security or for the loss of (including by theft) or damage to any property stored in any locker. Members accept that when using such facilities their goods are stored at entirely their own risk and it shall be Members’ responsibility to insure against the risk of loss, theft or damage to their property. 7.4 Lockers must be used in a manner consistent with the Services set out in these terms and conditions and SWG reserves the right to open (including by force) any locker and to inspect and/or remove the contents of any locker if or when it suspects it is being used in contravention of the same and shall have the right to draw the contents of any locker to the attention of any relevant authority should it deem it appropriate to do so.

7.5 Use of Lockers is subject to a £15 per locker ‘Key Deposit’ which is refundable at the end of the Membership period. Lost keys will be charged at a rate of £15 per key.

8.0 Signature Works Desk Use & Membership

8.1 Desks for a Co-Working Member’s use are available at specified Signature Works locations (‘The Co-Working Desk Service’). Details of the Signature Works locations where the Co-Working Desk Service is available may be found on the Website. A Co-Working Desk may be booked by a Member at any one location where this Service is offered and is subject to availability. Co-Working Desk Service charges are payable one calendar month in advance. The Co-Working Desk Service charge is made for periods of not less than one calendar month. The Member undertakes not to leave any property on, under or around the Co-Working Desk at the end of any day or period or use. SWG accepts no liability whatsoever for the safety or security or for the loss of (including by theft) or damage to any property.

8.2 Dedicated Desks and Private Offices are allocated to Members at the start of a Service period. Any such Dedicated Desk or Private Office will be for the exclusive use of that Member for the term of the Service period. Property can be left on Dedicated Desks and inside Private Offices. However, SWG accepts no liability whatsoever for the safety or security or for the loss of (including by theft) or damage to any property left on a Dedicated Desk or inside a Private Office. Members accept that when using such facilities their property is left at entirely their own risk and it shall be Members’ responsibility to insure against the risk of loss, theft or damage to their property.

8.3 In the event that a Member fails to remove property from a Co-Working Desk, Dedicated Desk or Private Office at the end of any the Service period or allows Membership or other Service charges to fall into arrears then SWG shall have the right to remove and dispose of any such property. SWG shall be under no obligation to notify a Member of any such removal and disposal and shall incur no liability to any Member for any loss or damage (however it may arise) which the Member may sustain as a result of such removal or disposal and the Member expressly waives any right to make any claim whatsoever arising out of or in connection with any such disposal whether for the value of the property disposed of or otherwise. Property removed from a dedicated desk will be stored and available for collection for a period of not less than ten working days after which period it will be disposed of.

9.0 Mailbox Service

9.1 A Mailbox service (‘the Mailbox Service’) is available at selected Signature Works locations. Signature Works Mailbox Service offers only a postal address to which postal packets may be sent and for the holding of packets so sent for collection by the Customer or their agent; it does not provide a forwarding service by whatever means for postal packets so sent to the Customer. For details of those locations where the Mailbox Service is offered please refer to the Website. Mailboxes will be allocated subject to acceptance of a Member’s application for the same including the Member’s provision of suitable identification documents as set out in the ‘General’ section of these terms and conditions.

9.2 You must supply all of the information requested in the membership application including all documents in order to use this service.

9.3 SWG accepts no liability whatsoever for the safety or security or for the loss of (including by theft) or damage to any mail or goods in any mailbox or consequential loss of any kind (including but not limited to business loss) arising out of the loss, misplacement or theft of any items of post. Members accept that when using such facilities their mail is stored at entirely their own risk and it shall be Members’ responsibility to insure against the risk of loss, theft or damage to their mail or against any consequential loss arising therefrom.

9.4 Mailboxes must be used in a manner consistent with the Signature Works Services set out in these terms and conditions and SWG reserves the right to suspend or terminate provision of the Mailbox Service to any Member or to inspect and/or remove the contents of any mailbox if or when it suspects it is being used in contravention of these terms and conditions or the service set out in these terms and conditions. SWG shall have the right to draw the contents of any mailbox to the attention of any relevant authority should it deem it appropriate to do so.

9.5 If a Member’s application for the Mailbox Service is granted the Member shall be under a continuing obligation to notify SWG of any change to the information given on the application form or any relevant change in circumstances at any time during the period of his or her membership.

9.6 In relation to any application for the Mailbox Service SWG will undertake all necessary background checks in order to comply with its statutory and regulatory obligations whether imposed by local authorities, HMRC, anti-money laundering legislation or otherwise and shall be entitled to share the results of those checks with governmental or other regulatory agencies where it is deemed appropriate or where SWG is under other legal obligation to do so. SWG is not obliged to and does not agree to hold mail for any Member wishing to use the Mail Box Service where there is a pending application for the Mailbox Service and while the background checks are being completed. The Member agrees that a period of up to ten days, subject to all paperwork being received, may elapse between the date of the application and the date of confirmation of acceptance and the start of the Mail Box Service after such acceptance.

9.7 In the event that the information supplied by a Member in an application form is discovered at any time to be inaccurate or incomplete or if the results of any background check are unsatisfactory for any reason then SWG will either: refuse to grant the application and refund any monies taken from the Member in relation to the same or immediately terminate the Mailbox Service and refund any unused proportion of the Service fees or charges.

10.0 Refreshments

10.1 Refreshments facilities are available at Signature Works locations, these include but not limited to free tea, coffee, milk & sugar and from time to time and where available draft lager. Use of all free facilities must be limited to fair and reasonable.

11.0 Limitation and exclusion of liability

11.1 SWG accepts no responsibility for any loss of or damage to Members’ property (or that of their visitors) while they are using any of the Services offered at any of the Signature Works locations. Members will be entirely responsible for ensuring their property is safe and secure at all times whether stored in lockers, desks or otherwise and Members shall be entirely responsible for insuring the same. The limitation and exclusion of liability provided in this clause shall be in addition to and shall be read with and form part of the limitations and exclusions of liability set out elsewhere and these terms and conditions.

12.0 Availability and behaviour

12.1 Availability of Signature Works areas is subject to sufficient space being free to accommodate those Members wishing to have access at any one time. SWG will provide desks and Private Offices subject to availability. SWG has the right to determine appropriate capacity levels so as to ensure all Members receive an optimum experience of their use of the Signature Works. Access is always subject to sufficient space being available and to ensuring compatibility with the Signature Works Service objectives.

12.2 Members may invite a reasonable number of others onto the premises (‘Members’ Visitors’).

Members’ Visitors may only access Signature Works areas when accompanied by a Member.

Signature Works membership requires that Members will be responsible for ensuring their own behaviour and that of their Members’ Visitors is at all times appropriate to the shared business environment of Signature Works and is in accordance with the Signature Works Services set out in these terms and conditions. Membership and access are at SWG’s discretion and will be reviewed if SWG concludes a Member’s or Members’ Visitors’ use of Signature Works areas and facilities is or may be inconsistent with the Signature Works service objectives and these terms and conditions.

13.0 Minimum membership periods and termination

13.1 In most cases Signature Works membership upon registration will be for a minimum initial period of one calendar month (‘the Initial Period’). After the Initial Period Members’ Signature Works membership will be renewed automatically via Cobot and will continue to be renewed each calendar month thereafter unless the Member terminates their Signature Works Membership or if SWG terminates their membership for whatever reason. Members must terminate their Membership using the Signature Works Members’ section of Cobot and give one months written notice via email to accounts@signatureworks.co.uk.

13.2 In the case of weekly membership or single day passes or combinations of day passes Members must register via Cobot and all charges must be paid in advance either via Cobot or to the Community Manager or other legal representative of SWG. In the case of weekly membership and day passes no notice period is required, however if the Member terminates before the end of the weekly period or day no refunds will be granted under any circumstances.

13.3 Subject to any Service eligibility criteria provided elsewhere in these terms and conditions Members may terminate their membership at any time. Unless a different minimum term has been agreed in writing with the Member, the notice period shall be one calendar month from the date of any notice being received by SWG. No refunds shall be granted under any circumstances.

14.0 Payment and terms of membership

14.1 Signature Works membership charges are payable in advance by credit/debit, bank transfer card or by direct debit. Current membership charges may be found on the Website under ‘Membership Packages’. Failure to pay or late payment of membership charges or other charges may result in SWG terminating membership. SWG reserves the right to take appropriate steps to recover arrears and to charge statutory interest on all amounts overdue.

14.2 Payment for any other Service(s) provided to Members will be in advance by credit card by direct debit as advised at the point of ordering or booking the Service(s).

14.3 SWG reserves the right to change Membership Service prices without notice.

14.4 SWG is not obliged to refund any amounts for a period when membership is unused except if SWG elects to terminate a Member’s membership for any reason or if there has been payment in advance for a Service which is withdrawn prior to use by a Member.

14.5 Signature Works Privilege Cards will be replaced if lost or stolen. There will be a charge of £25 for all replacements. If a Member’s membership is terminated or if it expires, the Member must return the Signature Works Privilege Card to SWG which at all times retains ownership of all Signature Works Privilege Cards.

14.6 Signature Works membership may not be transferred or assigned.

15.0 Alterations to these terms and conditions

15.1 SWG may at any time alter these terms and conditions and the packages of Services offered and may also alter the level of Membership charges and Service charges applicable to Signature Works membership and the Services. Prior notice to Members of any such alterations will be provided to the Member not less than 14 days before any such alterations, including alterations to membership charges, come into effect. By agreeing to these terms and conditions and by continuing to use the Services or any of them, Members accept that it is their obligation to check The Website and or Cobot for alterations and agree to be bound by them.

16.0 Data Protection

16.1 SWG undertakes that, in performing its obligations, it shall comply with the provisions of the Data Protection Act 1998 (‘DPA’) and all other applicable laws relating to the processing of Personal Data as defined by the DPA.

16.2 SWG collects and processes Members’ personal data for administrative purposes and in order to communicate to Members when necessary with notifications about the Services and other information which SWG deems appropriate.

16.3 SWG takes no interest in or responsibility for the legitimate business or other associated activities of Members (provided those activities are within the authorised range of activities contemplated and permitted by these Terms and Conditions) whilst on its Signature Works premises.

16.4 Further information pertaining to SWG’s data protection policy including GDPR can be found on the Website.

I agree to and will be bound by these Terms & Conditions

Name _________________________________________________________

Company (if applicable) ___________________________________________

Signature ______________________________________________________

Date __________________________________________________________


Cobot Terms and Conditions

Cobot is the web platform used by Bling Signature Works 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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