Cookies help us deliver our services. By using our services, you agree to our use of cookies.

Open Plan Seating Reserved Terms and Conditions

1. THE FOLLOWING TERMS AND CONDITIONS APPLY TO ALL MEMBERSHIPS:

A) Memberships are on a first come, first served basis.

B) All activity inside Flywheel should be of a legal business nature only. Any non-business use is reason for immediate membership revocation.

C) Members are not allowed to make retail sales from the Flywheel facility, nor are members allowed to operate any manufacturing equipment of any kind inside Flywheel.

D) All members must comply with all legal requirements to obtain applicable municipal and/or state/county business licenses and any required professional licenses. Members must provide copies of such licenses to representatives of Flywheel upon request.

2. DESCRIPTION OF SERVICES: Flywheel may provide you with access to office space, work stations, Internet access, office equipment, conference space, knowledge resources, and other services that may be offered from time to time (collectively, “Services”). The Services at all times are subject to the Terms and Conditions.

3. NO UNLAWFUL OR PROHIBITED USE: As a condition of your use of the Services, you will not use the Services for any purpose that is unlawful or prohibited by these terms, conditions, and notices. You may not use the Services in any manner that could damage, disable, overburden, or impair any Flywheel server, or the network(s) connected to any Flywheel server, or interfere with any other party’s use and enjoyment of any Services. You may not attempt to gain unauthorized access to any Services, or accounts, computer systems or networks connected to any Flywheel server or to any of the Services, through hacking, password mining or any other means. You may not obtain or attempt to obtain any materials or information through any means not intentionally made available through the Services.

4. AUTHORIZATION: You hereby represent and warrant that you have all requisite legal power and authority to enter into and abide by the terms and conditions of this agreement and no further authorization or approval is necessary. You further represent and warrant that your participation or use of the Services will not conflict with or result in any breach of any license, contract, agreement, or other instrument or obligation to which you are a party.

5. INTERNET POLICY: Wireless access to the Internet is provided during your membership. Hardwired data ports may be requested on a charge basis to the member. Service interruptions, if they occur, will be handled as promptly as possible. Flywheel is not

responsible for any data, business or other losses as a result of such interruptions. You are responsible to protect your own computer and data from electrical surges, theft, virus or other malicious attack. Flywheel is not responsible for any security breach of your computer or your data. Unless otherwise set forth by Flywheel in writing, you are receiving a single user account solely for your use of the Services through one unit per login session. You agree not to resell any aspect of the Service, whether for profit or otherwise, share your IP address or ISP Internet connection with anyone, or to authorize any other individual or entity to use the Service. You agree that sharing the Service with another party breaches these Terms and Conditions and may constitute fraud or theft, for which Flywheel reserves all rights and remedies. You have no proprietary ownership rights to a specific IP or other address, log-in name, or password that you use on our network. Flywheel may change your address, log-in name, or password at any time. Flywheel will assign you an IP address each time you access the Service and it will vary. You may not assign your address, log-in name, or password to any other person.

6. USE OF SERVICES: You agree that when participating in or using the Services, you will NOT:

A) Use the Services in connection with contest, pyramid schemes, chain letters, junk email, spamming or any duplicative or unsolicited message (commercial or otherwise);

B) Defame, abuse, harass, stalk, threaten or otherwise violate the legal rights (such as rights of privacy and publicity) of others:

C) Publish, post, upload, distribute or disseminate any inappropriate, profane, defamatory, obscene, indecent or unlawful topic, name, material or information on or through Flywheel Services.

D) Upload, or otherwise make available, files that contain images, photographs, software or other material protected by intellectual property laws, including, by way of example, and not as limitation, copyright or trademark laws (or by rights of privacy or publicity) unless you won or control the rights thereto or have received all necessary consent to do the same;

E) Use any material or information, including images or photographs, which are made available through the Services in any manner that infringes any copyright, trademark, patent, trade secret, or other proprietary right of any party;

F) Upload files that contain viruses, Trojan Horses, worms, time bombs, cancelbots, corrupted files, or any other similar software or programs that may damage the operation of another’s computer or property of another;

G) Download any file(s) that you know, or reasonably should know, cannot be legally reproduced, displayed, performed, and/or distributed in such manner;

H) Restrict or inhibit any other use from using and enjoying the Services;

I) Violate any code of conduct or other guidelines which may be applicable for any particular Service (including rules for The Innovation Quarter and/or Davidson College and/or the Hurt Hub@Davidson)

J) Harvest or otherwise collect information about others, including email addresses, without the authorization or consent of the disclosing party;

K) Violate any applicable laws or regulations; and

L) Create a false identity for the purpose of misleading others.

7. PARTICIPATION IN OR USE OF SERVICES: You acknowledge that you are participating in or using the Services at your own free will and decision. You acknowledge that Flywheel does not have any liability with respect to your access, participation in, use of the Services, or any loss of information resulting from such participation or use.

8. MONTHLY MEMBERSHIPS: Monthly memberships are paid a month in advance. Payment constitutes membership renewal. All payments are non-refundable. Failure to timely pay the membership fee will result in fees and/or immediate termination of Member’s membership and termination of access to the facility.

9. CANCELLATION: Monthly memberships will automatically be renewed until such time as the member gives written notification to the Community Manager of their intent to cancel by the 15th day of their final month. Weekly memberships will automatically be renewed until such time as the member gives written notification at least one week in advance of intended cancellation date. Enclosed plan memberships must give a 30-day cancellation notice to avoid being charged for the next month.

10. DAILY PASS: Payment for daily fee is required at the time of entry. Daily fees may not be prorated or refunded. Balances on printing/copying/supplies etc. are due upon checkout at the end of the rental period. Daily Pass members must checkout by 5:00 p.m. each day.

11. RECIPROCITY: Your Flywheel membership is for your designated home location and includes reciprocal use of any other Flywheel location. Other Flywheel locations may be used for up to three days per month of available open plan seats at no charge. Thereafter, day pass rates will apply.

12. REPRESENTATIONS AND WARRANTIES: By signing the Flywheel Membership Application and Agreement, Member agrees to the following:

A) To use the co-working space to conduct only legal business activities.

B) To be mindful and courteous to fellow members of Flywheel and to abide by the Community Protocols.

C) To be responsible for any damage to the Premises, equipment and contents (i.e. furniture) of any Flywheel facility caused by Member or Member’s guests. Any damage must be reported to a Flywheel representative immediately.

D) To leave the space in proper order, with all paper, cups, trash, etc. disposed of in trash or recycling receptacles.

E) To immediately report any conflicts that arise between Member and other members of Flywheel to a Flywheel representative.

F) To provide and submit to Flywheel such information regarding Member’s business as may be requested from time to time, including, but not limited to certain standard recurring reports requested of members of Flywheel.

13. SMOKING: Smoking is not permitted in the Flywheel facility. Member may ask at Reception Desk for directions to a designated smoking area.

14. COLLABORATION: Co-working provides a means for independent business operators to share information and collaborate on projects. This type of sharing and collaboration among members is highly recommended and encouraged.

15. INDEMNIFICATION:

15.1 Member agrees that Flywheel is in no way responsible for any personal injuries, property damage, lost or stolen items, or other liabilities that may be incurred during Member’s use of the facility. Thus, Member agrees to release, indemnify and hold Flywheel and its affiliated organizations harmless of any such claims, damages, losses, or expenses and releases them from any liability whatsoever related to Member’s use of Flywheel. Additional indemnification terms are found in the Supplemental Terms and Conditions.

15.2 Member hereby agrees to defend, indemnify, and hold Flywheel and its affiliated organizations harmless from and against any damages, loss, claim, suit and expense, including attorney fees and legal expenses, occasioned by or arising out of any claim for death, damage, or otherwise, which results from Member’s use of Flywheel, and defect or alleged defect in the Flywheel facility, or the fault or negligence of Flywheel. Additional indemnification terms are found in the Supplemental Terms and Conditions.

15.3 Furthermore, Member hereby agrees to defend, indemnify and hold Flywheel and its affiliated organizations harmless from and against any damages, loss, claim, suit, and expense, including attorney fees and legal expenses, resulting from any act or omission of Member or its guests while on or near the Flywheel facility. Additional indemnification terms are found in the Supplemental Terms and Conditions.

16. CANCELLATION BY FLYWHEEL. Flywheel has the right to deny or cancel memberships as it deems necessary for any reason whatsoever and Member agrees to promptly remove any of Member’s property from the facility upon notice of cancellation of membership.

17. CONFERENCE ROOMS: Members whose membership provides for conference room time must schedule the use of a conference room through Flywheel’s online reservation system. Other members may schedule use of the conference rooms for an additional fee. Only business- related activities are permitted in the conference room at all times. Unused monthly allowance of conference space cannot be accrued or transferred. Conference rooms must be reserved in advance. “No-Shows” will be charged for the full time the room was reserved. Reservations can be cancelled up to 4 hours in advance without incurring “no-show” charges.

18. SECURITY: Flywheel is not responsible for the security of any member or its guests. Member acknowledges its own responsibility for its security at all times while in or near the Flywheel facility.

19. BUILDING ENTRY: Indeavor members are able to enter the building between 9:00 am and 5:00 p.m. Monday through Friday through the front entrance, except for standard holidays and special occasions. Members whose membership provides for after-hours entry will be assigned card access to enter the building seven days a week, hours as designated in the Supplemental Terms and Conditions. Members with access cards agree to keep those cards secured and confidential at all times and refrain from sharing them with any other party whatsoever. Any member who does so will be subject to immediate termination of membership. Non-members can enter the building during staff hours only, 9 am – 5 pm, unless they are the guest of a member and the member is present.

20. PRINT/COPY/FAX MACHINE: Use of the print/copy/scan machine in Flywheel is available to all space users both member and non-member. Members receive a predetermined number of free black and white and color copies per month after which members submit self-payment online. Non-members submit self-payment online. Prices for prints/copies/scans will be posted in the copy center. Unused monthly allowance of prints/copies cannot be accrued or transferred.

21. POSTAGE: Members can purchase First Class/Forever stamps at the Reception Desk, keeping in mind that a limited supply is kept on hand. For large quantities, or denominations other than First Class postage, Flywheel recommends visiting the downtown location of the US Post Office. Stamps can also be ordered online at www.usps.com , expect 2-4 days for delivery.

22. SHIPPING: Flywheel encourages members to purchase postage for shipping on-line with Click-n-Ship at www.usps.com. The US Postal Service offers many options for delivery, including Priority Express Overnight, and offers a discount for parcel postage purchased online. Payment can be made with credit/debit card or PayPal. Bar-coded labels with address and postage can then printed for you to affix to your package. Some USPS flat rate boxes are available at Flywheel; see the Concierge or check the Copy Center.

23. RECEPTION SERVICES: If a call is received for a member at the Reception Desk, a message will be forwarded to the member by e-mail. Members are required to meet their guests at the main lobby entrance to provide access to the building and direct them to the correct meeting space. Members are asked to notify the Reception Desk when they are expecting special guests so they can be directed according to the member’s wishes.

24. MOBILE DEVICE USE: In the interest of maintaining a peaceful, productive environment, Flywheel requires that all members, guests, and Members turn their phones, tablets, laptops and other such mobile devices to vibrate while on the premises. We ask that you use a Phone Booth for calls longer than 3 minutes.

25. PHONE BOOTHS: Phone Booths are set aside for private telephone conversations. These rooms may not be reserved, and members must be respectful of other members who may also need to use the space by keeping their use to the minimum time necessary. It is expected that members will use their own mobile devices for these calls.

26. SECURE WI-FI: Internet access for members is available by WI-FI throughout Flywheel. Access codes will be provided to eligible members. Members who utilize such access in an inappropriate way may have access revoked. Guests of members are asked to use the Guest network.

27. INSURANCE: Flywheel carries Liability and Business Personal Property insurance. Flywheel’s insurance does not extend any coverage to Flywheel members. Flywheel members are not required, but it is strongly suggested that they carry an insurance policy to cover their own equipment and personal property when using our space. Consult with the carrier of your homeowner’s or business insurance to verify coverage.

28. MAIL: Member may use the mailing address provided on the attached Supplemental Terms & Conditions for all business-related correspondence needs.

29. TEMPERATURE: The temperature is preset so please do not attempt to adjust it. Attempting to do so is a specific violation of this Agreement that may result in immediate termination of membership. If adjustment is required, notify the Concierge Desk for assistance.

30. SIGNS: Space is provided on the Member Wall for each member to display their business identity. Other than this provision, Member shall not display any sign on the exterior or interior of the premises without the prior written permission of Flywheel.

31. TERMINATION: Flywheel may terminate any membership at any time for any reason, provided reasonable notice of such termination is provided to the member. Provided, however that to the extent these Terms and Conditions provide for immediate termination of membership, no additional notice must be provided to the member whose membership is terminated.

32. WARRANTY: Member specifically recognizes and acknowledges that any business venture to be undertaken by Member depends upon the ability of Member as an independent businessperson, as well as other factors, such as market and economic conditions, beyond the control of Flywheel and Member. Member acknowledges success or failure of Member’s business enterprise will be dependent upon the business acumen and diligence of Member. Member specifically recognizes and stipulates that success or failure of Member’s business will not depend on the performance of Flywheel or its affiliates under these Terms and Conditions, and Flywheel makes no representation or warranty whatsoever as to the success of Member’s business.

33. INTELLECTUAL PROPERTY: Member may not, without the prior written consent of the named entity, use any of the following names in any advertising, brochures, or promotional materials: Flywheel, Wildfire, Workplace Strategies, Inc., Storr Office Environments, and Wake Forest University Innovation Quarter.

34. FACILITIES:

A) Members may not place anything, or allow anything to be placed, in the common areas, in any office or meeting space, or near the glass or any window, door, partition or wall which may in Flywheel’s judgment, appear unsightly from the common areas or from the outside of any building in which the Premises are situated (“Building”). For purposes of this Agreement, Premises shall mean either, individually or collectively, the premises located at Winston-Salem, NC or at Davidson, NC.

B) The sidewalks, halls, passages, exits, entrances, elevators, and stairways shall not be obstructed or used for any purposes other than for ingress to and egress from the Premises. The halls, passages, exits, entrances, elevators, and stairways are not for the use of the general public and Flywheel shall, in all cases, retain the right to control and prevent access thereto by all persons whose presence in the judgment of Flywheel, reasonably exercised, shall be prejudicial to the safety, character, reputation and interests of the Building.

C) Members shall not cause any unnecessary janitorial labor or services by reason of their carelessness or indifference in the preservation of good order and cleanliness.

D) Members shall not bring upon, use or keep in the Premises or the Building, any kerosene, gasoline, or flammable or combustible fluid or material, or use any method of heating or air conditioning other than that supplied by Flywheel.

E) Flywheel shall have sole power to direct electricians as to where and how telephone and other wires are to be introduced. No boring or cutting of wires is to be allowed without the consent of Flywheel. The locations of telephones and other office equipment affixed to the premises are determined by Flywheel at its sole discretion.

F) You shall not install linoleum, tile, carpet or other floor covering so that the same shall be affixed to the floor of the Premises except as approved by Flywheel.

G)You shall cause all doors to the Premises to be closed and securely locked before leaving the Building.

H)Except for Flywheel’s gross negligence, members assume full responsibility for protecting the Premises from theft, pilferage, and robbery, which includes keeping doors locked and other means of entry to the Premises closed and secured.

I) Members shall not bring furniture, equipment, machinery or appliances onto the premises without prior written approval by Flywheel.

J) Members shall not change locks or install locks on doors or cabinets without prior written approval by Flywheel.

K)Members shall give prompt notice to Flywheel of any accidents to or defects in plumbing, electrical fixtures, or heating apparatus reasonably known to you so the same may be attended to properly.

L) Members shall not install, maintain or otherwise locate at Flywheel any computer server of any kind, whether hardware or software without Flywheel’s permission.

M) Any violation of the above stated regulations regarding facilities may result in immediate termination of membership.

N) Member shall not make any alterations, additions, improvements, painting, placing or erecting any signs in, on, or near the co-working space or changes to the co-working space without the prior written consent of Flywheel. If Flywheel provides such written consent, Member agrees to absorb any cost of repairing or replacing any damaged items resulting from the gross negligence or willful misconduct in connection with work performed in the stated written consent, including, but not limited to walls, painting, furniture, baseboards, carpet.

O) Any and all damage to the co-working space or its furniture, fixtures, equipment, structured cabling, or AV systems, other than ordinary wear and tear and damage by fire or other insured casualty, caused by or resulting solely from Members’, and/or its guests’ negligence and/or willful misconduct shall be promptly repaired, restored, or replaced by Flywheel and such costs associated in connection with the repair, restoration or replacement shall be borne by the Member and reimbursable to Flywheel.

P) Member shall repair any damage to the co-working space caused by removal of Member’s personal property and shall restore the co-working space to its original condition as provided as provided to Member by Flywheel.

Q) Flywheel may host events that include the sale or service of alcohol. Without limiting the foregoing, neither Flywheel nor any of its Members shall serve or permit service of alcohol to anyone under the age of 21.

35. PARKING: Flywheel members are not required, but it is strongly suggested that they carry an insurance policy to cover their own motor vehicle, equipment and personal property when using our space. Consult with the carrier of your automobile, personal liability, homeowner’s or business insurance to verify coverage.

36. MISCELLANEOUS: These Terms and Conditions shall be construed in their entirety according to their plain meaning and shall not be construed against the party who provided or drafted them. All of the terms, provisions, and conditions shall be deemed to be severable in nature. If for any reason any provision of these Terms and Conditions is held to be invalid or unenforceable to any extent, then, to the extent that such provision is valid and enforceable, a court of competent jurisdiction shall construe and interpret these Terms and Conditions to provide for maximum validity and enforceability of such provision, and such ruling shall not affect the validity and enforceability of the remaining Terms and Conditions. In the event of any default by Member as to any duty, warranty, or undertaking owed to Flywheel, which default results in efforts by the non-defaulting party to remedy same (whether a lawsuit is filed or not), Member shall pay, in addition to such other sums as may be due under these Terms and Conditions, all costs and expenses, of such efforts, including, but not limited to, reasonable attorney’s fees. No right or remedy conferred upon or reserved to a party in these Terms and Conditions or any document or instrument delivered in accordance with these Terms and Conditions is intended to be exclusive of any other right or remedy, and every right and remedy shall, to the extent permitted by law, be cumulative and in addition to every other right and remedy given under these Terms and Conditions or any document or instrument delivered in accordance with these Terms and Conditions or now or hereafter existing at law or in equity or otherwise. The assertion or exercise of any other right or remedy under these Terms and Conditions or otherwise shall not prevent the concurrent assertion or exercise of any other available right or remedy. The laws of the State of North Carolina shall govern the validity of these Terms and Conditions, the construction of these Terms and Conditions, the interpretation of the rights and duties of the parties, the enforcement of these Terms and Conditions, and all other matters relating to these Terms and Conditions. The representations, warranties, and covenants made pursuant to and contained in these Terms and Conditions shall survive the execution and delivery of these Terms and Conditions and the consummation of the transactions contemplated in these Terms and conditions. Any obligation of a party that contemplates performance of such obligation after termination or expiration of these Terms and Conditions shall be deemed to survive such termination or expiration.

37. HOST LOCATION SUPPLEMENTAL TERMS AND CONDITIONS: In addition to the terms and conditions set forth herein, all applicants for membership shall be subject to the additional terms contained in the host location’s Supplement to the Membership Agreement, a copy of which is attached hereto, and such Supplement shall be deemed to be incorporated to, and a part of, this Membership Agreement Terms and Conditions.

38. USE OF LOCATIONS: Acceptance of this Membership Application by Flywheel will grant the Member access to the specific location identified on the HOST LOCATION SUPPLEMENTAL TERMS AND CONDITIONS. Reciprocal use of other locations shall be as described above and governed by that location’s SUPPLEMENTAL TERMS AND CONDITIONS.

CASUALTY: Member shall use every reasonable precaution against fire damaging the co-working space. In the event of fire or other casualty, Flywheel shall, in its sole discretion, decide whether to repair or reconstruct the co-working space. If Flywheel determines to reconstruct the co-working space, the Member shall be entitled to use all other Flywheel locations until reconstruction of the damaged co-working space is complete. If Flywheel decides not to repair or reconstruct, then the term of this Agreement shall cease, this Agreement shall terminate, and the Parties shall make a final accounting and payment of outstanding fees and membership reimbursements.

Supplement to Membership Agreement Terms and Conditions:

WINSTON-SALEM LOCATION

450 Design Ave.

Winston-Salem, NC 27101

The Flywheel Membership grants access to Flywheel Winston-Salem Location (“Premises”). The membership and the right to use the designated Flywheel area and common areas at the Premises and such membership is subject to the Membership Agreement Terms and Conditions, this Terms and Condition Supplement, the rules and regulations promulgated by Flywheel and any other additional terms and conditions as Flywheel may deem necessary. For the purposes of this agreement the Center for Design Innovation is inclusive of it’s member institutions Winston-Salem State University, The University of North Carolina School of the Arts, and Forsyth Technical Community College.

1. The access cards at the Center for Design Innovation will grant entry to the co-working space between the hours of 7 am to 11 pm, seven days a week. After 11 pm, Members may remain in the co-working space but cannot gain re-entry until 7 am.

2. Members and invited guests shall have the nonexclusive right to use the parking lot adjacent to the Center for Design Innovation. Parking availability is not guaranteed. Vehicles should not be parked in spaces marked reserved and should not be left in the parking lot for long-term parking. Member understands and agrees that Flywheel and/or the Center for Design Innovation may at any point during the term of this Agreement implement parking policies that would affect Member’s and its invited guests’ ability to use the parking lot, including, but not limited to, a parking permit program.

3. Member assumes full responsibility for the acts of its members and guests using Center for Design Innovation facilities and agrees to reimburse Flywheel and/or Center for Design Innovation for any and all damages to facilities, equipment, or furniture, charges for false fire alarms ($200 per incident), charges for lost access cards, and fines for violation of Center for Design Innovation regulations.

4. Neither Center for Design Innovation nor Flywheel shall accept responsibility for theft or other loss of money, valuables, or personal effects of Members or their respective guests.

5. Center for Design Innovation and Flywheel reserve the right to revoke campus privileges including use or occupancy of any of its buildings, of any occupant whose conduct, in Center for Design Innovation’s or Flywheel’s opinion, becomes injurious or potentially injurious to the Center for Design Innovation community.

Member is advised of Center for Design Innovation nondiscrimination and non-harassment policies and agree to abide by the same: https://www.wssu.edu/about/offices-and-departments/legal-affairs/policies-and-procedures/chapter-100-personnel-policies/101-personnel-general/101.3.html

6. To the maximum extent possible permitted by applicable law, neither Center for Design Innovation nor Flywheel are liable to Member in respect of any loss or damage Member suffers in connection with its membership agreement, with the services provided, or with Member’s accommodations unless Center for Design Innovation or Flywheel has acted with gross negligence in causing that loss or damage. In no event will Center for Design Innovation or Flywheel be liable for any loss or damage until the Member provides Center for Design Innovation and/or Flywheel with written notice and gives Center for Design Innovation and/or Flywheel a reasonable time to cure. In no event will Center for Design Innovation or Flywheel be liable for any loss of business, loss of profits, loss of anticipated savings, loss of or damage to data, third party claims, or any consequential loss unless Center for Design Innovation and/or Flywheel otherwise agrees in writing.

7. Member shall agree to release, indemnify, and hold Center for Design Innovation and/or Flywheel and its trustees, employees, students, and agents harmless from any claims, damages, losses, or expenses related to personal injuries, property damage, lost or stolen items, or other liabilities that may be incurred during Member’s use of the co-working space.

8. Member shall agree to defend, indemnify, and hold Center for Design Innovation and/or Flywheel and its trustees, employees, students, and agents harmless from and against any damages, loss, claim, suit, and expense, including attorneys’ fees and legal expenses, occasioned by or arising out of any claim for death, damage, or otherwise, which results from any act of omission of Member or Member’s guest while on or near the co-working space, Member’s use of the co-working space, any defect or alleged defect in the Center for Design Innovation or the fault or negligence of Center for Design Innovation.

9. Member may not, without the prior written consent of the named entity, use any of the following names in any advertising, brochures, or promotional materials: Flywheel, Wildfire, Workplace Strategies, Inc., Storr Office Environments, and the Center for Design Innovation inclusive of it’s member institutions Winston-Salem State University, The University of North Carolina School of the Arts, and Forsyth Technical Community College.

10. Member is responsible for arranging insurance for its own property which it brings into the Co-Working Space and for its own liability to its employees and to third parties, and it is strongly recommended that Member put such insurance in place.


 

Cobot Terms and Conditions

Cobot is the web platform used by Flywheel 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.

back