Open Desk Terms and Conditions

 CoWork @ The Montgomery Use Agreement

Introduction

CoWorking is a relatively new approach to work that involves sharing of business space and resources, and a sense of community, collaboration and social interaction among people not employed by the same organization. Typical community members are work-at-home professionals, independent contractors, people working remotely from their employer, self-employed, etc.

As a community of professionals we are guided by common courtesy, etiquette and mutual respect. Thus, written rules and prohibitions are at a minimum. The purpose of these Terms and Conditions (“T&C”) is not to set out a comprehensive list of rules governing our daily work, but rather to outline the necessary legal requirements pertaining to membership.

Agreement

This agreement of terms and conditions is between TK, LLC, a Wyoming Limited Liability Company doing business as CoWork at The Montgomery, located at 33 W. Brundage Street, Suite 201, Sheridan, WY 82801, and you as a member (referred to as “You” or “Member”) of the CoWork at The Montgomery community. The CoWork premises consists of approximately 2,000 square feet of commercial office at the above address. Over half of the premises is shared and used in common by all members on a non-exclusive. The balance of the premises is dedicated office space used by dedicated office members.

Membership, Payment and Termination

Members enjoy the use of Suite 201 subject to these terms and conditions. CoWork @ The Montgomery reserves the right to update the T&C at any time without notice. CoWork @ The Montgomery membership does not create a tenancy but a prepaid usage license to use the premises on a monthly or casual basis.

CoWork @ The Montgomery includes shared work space and conference space. Members have access to our internet, coffee bar, printers, scanners and other business amenities.

Membership is billed for a full month, monthly, in advance, on the first day of each month via automatic charge to your credit card. Also included are other charges that may have been incurred during the previous period. Renewal for a full month is automatic unless you notify us five (5) calendar days before the first of the following month. For dedicated office membership, thirty (30) days notice prior to the first of the month is required. Payment for casual usage is paid on the day of use unless other arrangements have been made with CoWork @ The Montgomery.

CoWork at The Montgomery reserves the right, in its sole discretion, to terminate a membership at any time and refund the balance of the month’s membership, after deducting any other amounts that may be owed.

Dedicated Offices, Access

You will permit CoWork at the Montgomery and its agents at all reasonable times during normal business hours and at any time in case of emergency, in such manner as to cause as little disturbance to you as reasonably practicable for the purpose of making alterations, repairs or additions without any r

Security

Because the internet, and all related equipment and software provided as business amenities are resources shared among many users, there is a risk that you could be subject to a variety of security breaches, including but not limited to viruses. You should install and keep up to date protective software and/or hardware.

Disclaimer of Warranties

To the maximum extent permitted by the applicable law, CoWork @ The Montgomery provides the the premises and business amenities and services “as is” and with all faults, and hereby disclaim with respect to same all warranties and conditions, whether express, implied or statutory, including but not limited to merchantability or fitness for a particular purpose.

Limitations of Liability; Indemnification.

To the fullest extent permitted by law, the Member and each of its employees, agents and invitees, waive any and all claims and rights against CoWork @ The Montgomery, and it’s officers, employees and agents arising from injury to or damage to, or destruction, theft or loss of property or person. CoWork @ The Montgomery shall not be liable under any cause of action for any indirect, special, incidental, consequential or punitive damages, including loss of profits or business interruption. The aggregate monetary liability of CoWork @ The Montgomery and its affiliates to the Member and each of its employees, agents and invitees for any reason and for all causes of action, shall not exceed the total fees paid to CoWork @ The Montgomery hereunder.

The Member acknowledges that it is responsible to maintain, at its own expense, personal property insurance and commercial general liability insurance covering itself and its employees, agents and invitees for property loss and damage, personal injury and/or loss of use (or prevention of access to) the premises in amounts sufficient to protect the Member’s business. The Member agrees to provide proof of such coverage upon CoWork @ The Montgomery’s request, and to cause CoWork @ The Montgomery to be named as additional insureds on any such policies of insurance. Member agrees to provide proof of insurance upon CoWork @ The Montgomery’s request.

The Member hereby agrees to defend, indemnify and hold harmless CoWork @ The Montgomery and its affiliates from any against any and all claims, liabilities and expenses, including reasonable attorneys’ fees, resulting from any breach of this Agreement by the Member or its guests or invitees or its pets, or from the acts or omissions of the Member or its guests or invitees or pets. The Member is responsible for the actions of or the damages caused by all persons and pets that the Member or their guests or invitees invited to enter into the premises.

Cobot Terms and Conditions

Cobot is the web platform used by CoWork @ The Montgomery 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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