Name; THE FARM 2 LLC
Address; 1178 Broadway, NY, NY, 10001
Name; Identified on the signup screen as ("Company")
Address; Identified on the signup screen as ("ADDRESS")
Primary Contact; Identified on the signup screen. ("NAME")
BUILDING AND SPACE;
Space Type; Office / Workspace
Address; 1178 Broadway, 2ND and 3 FLR, NY, NY, 10001
Monthly fee; Stated on the signup screen as ("PRICE")
Start Date; Identified on the signup screen as ("Plan start date")
End Date; End Date; Identified on the signup screen as ("Number Of Passes")
Workstations; 1 Hot Desk
Conference Room hours; 4 hours
Wifi internet access; up to 2 devices
Other Services; Kitchenette, Coffee Tea, Daily Cleaning
This Direct Agreement for Space Hosting License ("Agreement") is made as of the Agreement Date between the Host and the Guest for use of the Space located in the Building.
The Host and Guest agree as follows:
Subject to the terms and conditions of this Agreement, the Host grants Guest a non-transferable license to occupy and use the Space in the Building (“License") during the Term and the Guest accepts such License.
During the Term, the Guest agrees to accept the terms, conditions, and policies provided by the Host relating to the use of the Space, including building security procedures, IT access and use procedures, maximum occupancy limitations, specific state law requirements and other terms or procedures provided by the Host ("House Rules"). The House Rules may be revised and amended by the Host without prior consent or notice, and Guest agrees to be bound by such terms as a condition of their continued license to the space and services provided by Host.
The Guest agrees to pay the Fees, Deposits, and Taxes for use of the Space to the Host.
Capitalized terms, not otherwise defined in this Agreement or the Exhibit and Schedules, shall have the meanings as set forth in the Section entitled "Definitions" above.
This Agreement, including the Exhibits, constitute the entire agreement between the Host and the Guest regarding the use of the Space and supersedes any prior agreements between the Host and Guest relating to Guest's use of the Space.
Guest agrees that they, their employees and invitees are subject to the following additional terms and conditions while licensing the Space and / or using the services provided by Host:
Guest shall not restrict, interrupt, impose or inhibit others from their rights to enjoy or benefit from the Space or Services;
Guest shall not engage in any activity that may defame, abuse, harass, stalk, threaten or otherwise violate the legal rights, including the rights of privacy of others;
Guest shall not violate any code of conduct or other guidelines which may be applicable for any particular Service;
Guest shall not violate any applicable laws or regulations; Guest shall not enable any individual unauthorized access to the Space, Building or Services;
Guest shall not engage in any activity that compromises the professionalism or quality of the Space, Building or Services;
Guest shall not place, or allow anything to be placed in the common areas (walkways, restrooms, kitchen, passageways, doors, elevators, lobby, stairwell, etc.) which would cause any impediment to the passage of others, appear unsightly within or from outside of the Space or Building, alter the aesthetic or environment, or would in any way cause a disturbance to others either within or outside of the Space or Building.
Guest shall not use sidewalks, halls, passageways, exits, entrances, elevators or stairways for any purposes other than for ingress to and egress from the Space or Building.
Under no circumstance shall Guest, or anyone be using stairwells or elevators to reach floors above or below the Space, or attempt to access any other portion of the Building beyond the Space.
Host retains the right to control, limit or prevent access to the Space or Building by any persons whose presence is, in the judgment of Host, prejudicial to the safety, character, reputation and interests of the Building.
Anyone or anything which Guest bring into the Space or Building that causes a disturbance to anyone within the Space or Building will require that Guest immediately remedy that disturbance by removing the source or cause. This includes, but is not limited to noise, loud conversation, unruly guests or children, pets, odors, or otherwise.
The restrooms, toilets, urinals, wash bowls and other bathroom apparatus shall not be used for any purposes other than that for which they were constructed, and no foreign substance of any kind whatsoever shall be thrown therein, and to the extent caused by Guest's employees or invitees, the expense of any breakage, stoppage or damage resulting from the violation of this norm shall be borne by Guest.
Guest understands that the entire Space or Building is under 24-hour video surveillance, and consents that Guest and their employees, delegates, agents, invitees and other’s entry into the Space or Building is granted with the explicit understanding that they are being filmed and that such content may be used by Host and shared with others for whatever purpose Host so chooses.
Guest shall not cause any unnecessary janitorial labor or services by reason of Guest’s carelessness or indifference in the preservation of good order and cleanliness to the Space or Building or any of the fixtures found therein.
Cooking by any heating element is not permitted in the Space or Building (the use of a coffee maker and microwave are, however, permitted uses).
Guest shall not bring upon, use or keep in the Space or Building, any kerosene, gasoline or otherwise inflammable or combustible fluid or material, or use any method of heating or air conditioning other than that supplied by Host.
Host shall have sole power to direct electricians to where and how wires are to be introduced. No boring or cutting of wires is to be allowed without the consent of Host. The locations of telephones, call boxes, network points, routers and other office equipment affixed to the Space or Building are determined by Host exclusively and at Host’s sole discretion.
Guest shall not use the Space or Building for lodging or dwelling. Guest shall not install any wall or floor covering in any manner except as approved by Host.
No furniture, packages, supplies, equipment or merchandise will be received in the Building or carried up or down in the elevator or stairways, except between such hours and in such elevator and stairways as shall be designated by Host.
Guest shall not cause any door to remain open that may allow others to enter Space or Building without prior authorization.
Without the prior written consent of Host, Guest shall not use the name of the Building or any picture of the Building in connection with, or in promoting or advertising Guest’s business, except Guest may use the address of the Building as their address of business.
Guest shall cooperate fully with Host to assure the most effective operation of the Space or Building’s heat and air conditioning, and shall refrain from attempting to adjust any controls, nor shall Guest leave any doors or windows ajar that would affect the temperature within the Space or Building.
Except for Host's gross negligence, Guest assumes full responsibility for protecting the Space or Building from theft, robbery and pilferage, which includes keeping doors locked and other means of entry to the Space or Building closed and secured at all times. Further, Guest agrees not to tamper with any equipment, including any security apparatus, cameras, or other equipment found within the Space or Building.
Except with the prior written consent of Host, Guest shall not sell or cause to be sold any items or services at retail in or from the Space or Building, nor shall Guest carry on or permit or allow any employee or person to carry on the business of machine copying, stenography, typewriting or similar business in or from the Space or Building for the service or accommodation of occupants of any other portion of the Building without written consent of Host.
Guest shall not conduct any auction nor permit any fire or bankruptcy sale to be held in the Space or Building, nor store goods, wares or merchandise in the Space or Building. Guest shall not allow any vending machines in the Space or Building without Host's prior consent.
All freight must be moved into, within and out of the Building under the supervision of Host and according to such regulations as may be promulgated by Host. All moving of furniture or equipment into, within or out of the Building by Guest shall be done at such time and in such manner as directed by Host or its agent. In no cases shall items of freight, furniture, fixtures or equipment be moved into or out of the Building or in any elevator between the hours of 7:00 A.M. and 7:00 P .M. weekdays unless approved by Host.
Any individual Guest invites or escorts into the Building or Space must check-in at the front kiosk without exception on every occasion of their entry to the Space or Building.
Guest shall not change locks or install other locks on doors without the prior written consent of Host.
Guest shall give prompt notice to Host of any accidents to or defects in plumbing, electrical fixtures or heating apparatus reasonably known to Guest so the same may be attended to properly.
No objects larger or heavier than the freight elevators of the Building are equipped to carry shall be brought into or installed in the Space or Building. Host shall have the power to prescribe the weight and position of such objects which shall, if considered necessary by Host, be required to be supported by such additional materials placed on the floor as Host may direct, and at Guest's expense. In no event can these items exceed a weight for which the floor is designed.
Internet Policy: Service interruptions, will be handled as promptly as possible. Host is not responsible for any data, business or other losses as a result of such interruptions. Guest is responsible to protect their own computer and data from electrical surges, theft, virus, or other malicious attack. Unless otherwise set forth by Host, Guest is receiving a single user account for each license, solely for Guest’s use of the Services through one unit per login session. Guest agrees not to resell any aspect of the Service, whether for profit or otherwise, share Host's IP address or Internet connection with anyone, access the Service simultaneously through multiple units or to authorize any other individual or entity to use the Service. Guest agrees that sharing the Service with another party may constitute fraud or theft, for which Host reserves all rights and remedies. Guest agrees not to use the Service for any fraudulent, unlawful, harassing or abusive purpose, or so as to damage or cause risk to any business, reputation, employees, subscribers, facilities, or to any person. Improper uses include, but are not limited to: violating any applicable law or regulation; posting or transmitting content Guest does not have rights to post or transmit; posting or transmitting content that infringes on a third party's trademark, patent, trade secret, copyright, publicity, privacy, or other right; posting or transmitting content that is unlawful, untrue, stalking, harassing, libelous, defamatory, abusive, tortious, threatening, obscene, hateful, harmful or otherwise objectionable; attempting to intercept, collect or store data about third parties without their knowledge or consent; deleting, tampering with, or revising any material posted by any other person or entity; accessing, tampering with or using non-public areas of the Service, related website, computer system or network; attempting to probe, scan or test the vulnerability of a system or network or to breach security or authentication measures; attempting to access or search the Service or related network or website with any engine, software, tool, agent, device or mechanism other than the software and / or search agents provided by Host or other generally available third party web browser; sending unsolicited messages, including without limitation, promotions or advertisements for products or services, "pyramid schemes", "spam", "chain mail" or "junk mail"; using the Service or any related website or network to send altered, deceptive or false source- identifying information; attempting to decipher, decompile, disassemble or reverse engineer any of the software comprising or in any way making up a part of the Service; interfering or attempting to interfere with the access of any user, host or network, including without limitation, sending a "virus" to the Service or any related website or network, overloading, "flooding," "spamming," "crashing," or "mailbombing" the Service or related website or network; or impersonating or misrepresenting Host's affiliation with any person or entity. If Host suspects violations of any of the above, Host will investigate and may institute legal action, immediately deactivate Service to any account without prior notice to Guest, and cooperate with law enforcement authorities in bringing legal proceedings against violators. Guest agrees to reasonably cooperate with Host in investigating suspected violations.
Guest shall not install, maintain or otherwise locate at Host any computer server of any kind, whether hardware or software without prior written consent of Host.COMPLIANCE
Guest agrees to abide by and cause Guest's employees, agents. guests, invitees, contractors and subcontractors ("Invitees") to abide by this Agreement and any applicable House Rules provided by the Host.
POSSESSION AND DELIVERY
The Space is accepted by the Guest in its as-is" "where-is" condition and configuration. If, for any reason, the Host is unable to provide use of the Space at the anticipated beginning of the Term, Guest may elect one of the following options at its discretion, to be confirmed by written notice to Host: (i) the Term shall be automatically postponed until possession becomes available and the corresponding Monthly Charge(s) shall be reduced pro-rata to reflect the number of days of postponement, (ii) Host shall make space of comparable size and quality available to Guest in the Building, free of charge, until such time that possession of the Space becomes available or (iii) this Agreement shall be canceled with no penalty to Guest and Guest shall receive a full refund of all amounts paid within ten (10) business days after the date of cancellation.
WORKSPACE USE AND ACCESS
Guest agrees to use the Space provided for general office purposes only, and may not use the Space to carry out any illegal activities or use the Space (A) in violation of law. the House Rules or any other reasonable regulations or rules adopted by Host during the Term. or (B) for any immoral. unlawful, or objectionable purposes. Further, Guest shall not use or permit the usage of any illegal drug or substance and shall not make or permit any unreasonable or unnecessary noises or odors in or upon the Space or the Building. Guest shall not commit, or suffer to be committed, any waste upon the Space or any nuisance or other act of any kind or nature whatsoever that may disturb the quiet enjoyment of others or cause unreasonable annoyance of any other occupants in the Building.
Guest agrees not to exceed the Maximum Occupancy of the Space.
Guest shall not make any alterations, additions or improvements to the Space, including the installation of any appliances or equipment, other than personal computers, printers or desktop lights. Guest shall only be allowed to move in any appliances or equipment that is preapproved through written consent by The Farm.
Guest shall not generate, store, instal dispose of or otherwise handle any hazardous materials in the Space, or in or around the Building, in any manner. Guest shall be liable for the costs of any removal, clean-up or remediation of any hazardous materials released by Guest or their Invitees.
The Host or its authorized representatives may enter the Space at any time and such access rights shall not give rise to any decrease or abatement of Fees or Taxes. Unless there is an emergency, the Host will, as a matter of courtesy, try to inform Guest in advance when the Host needs access to the Space to carry out testing, repair, or work other than routine inspection, cleaning and maintenance. Repair work shall be done solely at the discretion of Host and the failure of Host, for any reason, to furnish any maintenance or repairs shall not render Host liable to Guest, constitute a constructive eviction, or give rise to a refund or abatement of Fees.
Guest shall not cause or permit any lien to be placed on the Space, the Building or the land underlying the Building. Any such lien shall be discharged by Guest within 7 days of Guest becoming aware of such lien.
Guest must take good care of, and not damage, waste or make any changes to the Space or space leased or owned by the Host of which the Space is a part ("Host Area”), or the Building. Guest shall not alter, add, replace, remove, or damage any furnishings, equipment or other property located in, on, or around the Space, the Shared Facilities, the Host Area or the Common Areas which is not owned by Guest or Guest’s Invitees ("Host Personal Property”). At the expiration or earlier termination of this Agreement, Guest must deliver the space and all Host Personal Property to the Host in good condition, normal wear and tear excepted. If any damage, beyond normal wear and tear, to the Space or the Host Personal Property should occur while in Guest's care. custody or control, Guest agrees to pay reasonable repair or replacement costs and to notify the Host immediately upon discovery of such damage occurring, but no later than 8 hours later. Guest is liable for any damage caused by Guest or Guest's Invitees to the Space, the Shared Facilities, the Common Areas, the Host Personal Property or the Building at all times. GUEST WAIVES ALL WARRANTIES WITH RESPECT TO THE HOST’S PERSONAL PROPERTY, BOTH EXPRESS AND IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
Guest may also have access to and non-exclusive use of any portions of the Building designated for common use of tenants and others ("Common Areas"), as, and to the extent, described in the House Rules. The Common Areas may be changed, relocated, altered, eliminated, or otherwise modified at any time during the Term without the consent of, or notice to Guest. Unless otherwise set forth in the House Rules, the right to parking is not provided under this Agreement.
If available at the Building, Guest may also have access to and non-exclusive use of any shared conference rooms, office equipment, and kitchenettes ("Shared Facilities”) located near the Space on a first-come first- served basis as, and to the extent, described in the House Rules. The Host may make changes to the Shared Facilities from time to time during the Term including, without limitation, removal of all or portions of the Shared Facilities without Guest's consent or notice to Guest.
KEYS AND SECURITY
Host will ensure that the Space is configured in such a manner that access to the Space is controlled by a locking door (or doors) and that each of Guest’s conference rooms within the space (marked “CRA” and “CRB” in Exhibit A) is fitted with a locking door. Host will provide Guest with reasonable numbers of keys to such locking doors prior to the anticipated beginning of the Term. Any keys, electronic keys, key fobs, or entry cards for the Space or the Building which the Host lets Guest use, remain the Host's property at all times. Guest shall not make any copies of them or allow anyone else to use them without the Host's prior written consent. Any loss of keys or entry cards must be reported to the Host immediately, and Guest must pay the cost of replacement keys or cards and or changing locks, if so required by the Host. Guest shall not place any additional locks or bolts of any kind upon any of the doors or windows of the Space or Building, nor make any changes to existing locks or the mechanisms thereof.
NAME AND ADDRESS
Guest may only conduct business in Guest's name. Guest shall not put up any signs on the doors to the Space or Building or anywhere else, which are visible from outside the Space Guest is using.
MAIL AND PACKAGES
Mail and packages may not be delivered to Guest at the Space or Building unless permitted by the House Rules or included as a Service. The postal services may be subject to additional federal, state, and local requirements.
Guest acknowledges that the Host is, and will continue to be an equal opportunity employer and that the Host prohibits any form of discrimination in employment, against any of its employees (whether by its employees, its clients, including Guest, or others), including on the basis of race, color, creed, religion, age, gender, marital status, sexual orientation, national origin, or disability or other characteristics protected by law. In recognition of this policy, Guest and their officers, directors, employees, shareholders, partners, agents, representatives, contractors, customers, or invitees shall be prohibited from participating in any type of harassing or abusive behavior to employees of the Host or its affiliates, other clients or invitees, verbal or physical in the Building for any reason. Guest further agrees, upon the request of the Host, to cooperate with the Host in its efforts to enforce and maintain its equal employment opportunity, non-discrimination and anti-harassment policies. The Host may immediately terminate this Agreement without cost or penalty if Guest or any of Guest's staff or invitees engage in any behavior that the Host deems, in the exercise of its reasonable business judgment, is contrary to such policies.
Both Host and Guest agree that during the Term and thereafter, the recipient of any non-public information of the other party that is designated as confidential or proprietary, that the receiving party knew or reasonably should have known was confidential or proprietary, or that derives independent value from not being generally known to the public ("Confidential Information"), will not at any time be disclosed to any person by such recipient or used for such recipient's own benefit or the benefit of anyone else without the prior express written consent of a corporate officer of the party that owns such Confidential Information. The Host and Guest both agree that if there is a breach of this obligation by either party, the other shall have the right to request any remedy in law or equity including, but not limited to appropriate injunctive relief or specific performance as may be granted by a court of competent jurisdiction. Notwithstanding the foregoing, Guest accepts all risk to its intellectual property interests used in the Space, and Host shall have no liability arising from disclosure, whether intentional or not, of any of Guest’s Confidential Information to any third parties.
Neither Host nor Guest nor their respective employees and agents shall knowingly solicit, recruit, hire or otherwise employ or retain the employees of the other during the Term and for 90 days following its termination or expiration without the prior written consent of the other party. Either party may solicit or recruit generally in the media. Either party may hire, without prior written consent, the other party's employee who answers any advertisement or who voluntarily applies for hire without having been personally solicited or recruited by the hiring party.
DAMAGES AND INSURANCE
Guest is responsible for any damage caused to the Space or any Host Personal Property beyond normal wear and tear. The Host has the right to inspect the condition of the Space from time to time and make any necessary repairs. Guest is responsible for arranging insurance for Guest’s personal property and against all risks liabilities arising from Guest and their employees, agents, invitees, use of the Space and Building. Guest assumes all the risk of damage, loss, theft or misappropriation with respect to any of their personal property and liability to and their employees and third parties. Guest further agrees, as a material part of the consideration to be rendered to the Host under this Agreement, to waive any right of recovery against the Host, its directors, officers and employees for any damage, loss, theft or misappropriation of property and any liability to and for Guest’s employees and third parties, including for injuries in or about the Space, and agrees to hold the Host exempt and harmless and defend the Host from and against any damage and injury to any such person or to such property, arising from use of the Space or from Guest's failure to keep the Space or Building in good condition and repair as provided in this Agreement. All property in Guest’s Space is understood to be under Guest’s control.
During the Term, Guest shall pay the Fees, Deposit, and Taxes to Host within 5 business days of invoice, otherwise Guest may be subject to late fees, restricted access to the Space or services, and / or other penalties.
Upon the Agreement Date, the following are due and payable by the Guest ("Initial Payment"):
• The Monthly Charge for the first full calendar month of the Term and a pro-rated portion of the Monthly
Charge for the first partial month of the Term, if start of Term is after the first calendar day of the month,
• The Deposit
• Applicable Taxes
For each following month of the Term, the Monthly Charge and any applicable Taxes are due and payable on the first day of the calendar month. If Guest ends the Term before the last calendar day of the month, the pro- rata portions of the Monthly Charge and any applicable taxes for the final partial month of the Term are due and payable. If any payment due to Host is not received within 15 days of the due date, the Host may at the Host's discretion terminate this Agreement without cost or penalty to Host. All remaining Fees and Taxes for the remainder of the Term are immediately due and payable by the Guest.
All Fees and taxes paid by Guests are non-refundable, except as expressly stated in this Agreement. The Host shall not cancel this Agreement except as provided in this Agreement. If Guest cancels the License prior to Term End Date (A) no refund is available for the then-current calendar month and the next full calendar month and (B) fifty percent (50%) of the remaining unpaid Fees and taxes for the Term are immediately due and payable unless a default has occurred and is continuing, in which case, 100% of all remaining Fees and Taxes for the remainder of the Term are immediately due and payable by the Guest.
The Deposit will be held by Host during the Term as security for the performance by Guest of all Guest’s obligations under this Agreement. The Host may apply any portion of the Deposit to amounts owed to the Host for (A) any damage to the Host Personal Property, the Space, the Host Area, the Shared Facilities, or the Building, (B) any overdue Fees or Taxes and / or (C) amounts Host may incur for any losses or costs arising out of Guest’s default under this Agreement, including any damage or deficiency arising in connection with the relicensing of the Space, in each case solely at the discretion of the Host. If upon the expiration or earlier termination of this Agreement Guest has fully complied with all terms of this Agreement and the House Rules, remitted all amounts due and payable, and surrendered the Space and all keys, access cards, building passes and all other property provided to Guest by the Host, including the Host Personal Property, the Deposit shall be returned to Guest within 30 days after the expiration or earlier termination of the Term, less any amounts applied as described above. The Host shall not be required to maintain the Deposit in a separate account. No interest will be paid on the Deposit except as may be required by law. If any portion of the Deposit is so used or applied by Host during the Term, then within five (5) days after Host gives written notice to Guest, Guest shall deposit with Host cash in an amount sufficient to restore the Deposit to the original amount. Failure to do so will constitute a default under this Agreement.
Licenses that are for only one month ("Monthly License") shall automatically renew for additional one-month periods unless Guest gives the Host prior notice as defined by the Cancellation Notice, to the end of the Term. If the Host opts to change the Monthly Charge for a Monthly License, the Host will provide at least 60 days notice. There will be no additional Setup Charge for Monthly Licenses that renew. Licenses that are granted for longer than a one month term, shall automatically renew month-to-month thereafter.
Guest shall be considered in default of this License if Guest (A) fails to pay when due all or any portion of the Fees or Taxes (B) fails to comply with any term of this Agreement if the failure is not cured within 10 days after notice, or (C) attempts to sublicense, assign or otherwise transfer any interest in this Agreement without Host's express prior written consent. Upon any default, the Host shall have the right without notice to terminate this Agreement. in which case Guest shall immediately surrender the Space and the Host Personal Property to the Host. If Guest fails to surrender the Space and / or the Host Personal Property, the Host may in compliance with applicable law and without prejudice to any other right or remedy, enter upon and take possession of the Space and the Host Personal Property and Guest shall be liable for all past due Fees and Taxes, all Fees and Taxes due for the remainder of the Term,, all costs incurred by Host to retake possession of the Space and Host's Personal Property, and other losses, damages or costs which Host may suffer as a result of Guest's default. In addition to the right to terminate this Agreement and collect damages, Host shall have the right to pursue any other remedy now or hereafter available at law or in equity, including the absolute right to use peaceable self-help, at any time to remove Guest from the licensed Space or Building for any reason.
Guest agrees to indemnify, defend and hold the Host, its landlord and any mortgagee harmless from and against any loss, liability, claim, demand, damages, costs and expenses, including reasonable attorneys' fees, arising out of or in connection with Guest, their employees and Invitees' use of the Space, Common Areas or Shared Facilities, or any violation of applicable law, this Agreement, or House Rules. Nothing contained in this Agreement shall be construed to create privity of estate or of contract between Guest and Host or Host’s landlord.
Guest shall at all times refrain from making any statements or comments of a defamatory or disparaging nature to any third party regarding the Host, or any of Host’s officers, directors, employees, personnel, agents, policies, services or products, other than to comply with law.
EXCEPT AS PROVIDED HEREIN AND IN ANY HOUSE RULES, THE HOST IS PROVIDING ITS SPACE TO THE GUEST "AS IS,” AND HOST DISCLAIMS ANY AND ALL OTHER REPRESENTATIONS AND WARRANTIES WITH RESPECT TO THE SPACE, WHETHER EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. HOST CANNOT AND DOES NOT GUARANTEE AND DOES NOT PROMISE TO GUEST ANY SPECIFIC RESULTS FROM USE OF THE SPACE. HOST DOES NOT REPRESENT OR WARRANT THAT THE SPACE WILL MEET GUESTS REQUIREMENTS; THAT THE SPACE MEETS APPLICABLE LEGAL STANDARDS OR IS SAFE AND SUITABLE FOR GUEST’S INTENDED USE.
IN NO EVENT WILL HOST OR ITS DIRECTORS, EMPLOYEES, AGENTS, AFFILIATES OR SUPPLIERS BE LIABLE TO GUEST FOR ANY INDIRECT, CONSEQUENTIAL EXEMPLARY, INCIDENTAL OR PUNITIVE DAMAGES, INCLUDING FOR ANY LOST PROFITS, LOST BUSINESS, LOST DATA, PERSONAL INJURY OR PROPERTY DAMAGE OF ANY NATURE WHATSOEVER, ARISING FROM THE GUEST’S USE OF THE SPACE, OR FOR ANY CONTENT OR OTHER MATERIALS ON OR ACCESSED THROUGH THE SERVICE ,OR GUEST’S USE OF THE SPACE, EVEN IF THE HOST IS AWARE OR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, HOST’S LIABILITY TO GUEST OR ANY CLAIMANT ARISING THROUGH GUEST FOR ANY CAUSE WHATSOEVER, AND REGARDLESS OF THE FORM OF THE ACTION, IS LIMITED TO THE AMOUNT PAID BY GUEST FOR THE LICENSE IN THE 12 MONTHS PRIOR TO THE INITIAL ACTION GIVING RISE TO LIABILITY. THIS IS AN AGGREGATE LIMIT, THE EXISTENCE OF MORE THAN ONE CLAIM HEREUNDER WILL NOT INCREASE THIS LIMIT.
SUSPENSION OF SERVICES
The Host may suspend the provision of services, including access to the Space for reasons of political unrest, strikes, terrorism, acts of God, imminent danger or any other event beyond the Host or the Host's landlord's reasonable control that may impact the License’s building or space or Host’s ability to provide services. The Host may also suspend the provision of services, including access to the Space in the event the Space or the Building is in need of renovation or repair, in which event Guest will be relocated to another space, or if necessary to another Building at the Host's reasonable cost.
GUEST ACKNOWLEDGES THAT THIS AGREEMENT IS NOT A LEASE OR ANY OTHER INTEREST IN REAL PROPERTY, IT IS EXCLUSIVELY A CONTRACTUAL ARRANGEMENT THAT CREATES A REVOCABLE LICENSE AT WILL. The Host retains legal possession and control of the Space assigned to Guest. The Host’s obligation to provide space and services to Guest is subject to the terms of the Host's lease with the landlord. The provision of services terminates simultaneously with the termination of the Host's master lease, or the termination of the operation of the Space for any reason. As the Host's licensed Guest, Guest does not have any rights under the Host’s lease with landlord. When Guest's license to occupy the Space is terminated, revoked or otherwise ended, Guest agrees to remove all property and leave the Space as of the date of termination, and Host is not responsible for any property left in the Space thereafter. If Guest fails to
remove their personal property, at the Host's option, such personal property shall (A) be deemed conveyed to the Host and shall become the property of the Host, or (B) be removed from the Space by the Host at the Guest's expense.
These License terms and any applicable House Rules are subordinate to the Host’s lease with the landlord and to any other agreements to which the Host’s lease is subordinate.
By clicking on I agree I hereby acknowledge that I have read, understand and agree to be bound by the terms and conditions contained herein, and have the authorization and authority to enter into this agreement on behalf of the Guest.
Cobot is the web platform used by The Farm Nomad to provide this website.
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.
2.1. 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.
3.1. 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”).
4.1. 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.
5.1. 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.
6.1. 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.
7.1. 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.
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.
9.1. 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.
10.1. 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.
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 firstname.lastname@example.org.
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.