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, 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.

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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