The Hive: Movement Studio Terms and Conditions

THE HATCHERY EVENT SPACE RENTAL CONTRACT

[Customer information to be inserted directly into Cobot]

THIS EVENT SPACE RENTAL CONTRACT (“Contract”), entered into the ____ day of ______, 201_, is by and between Babcock Ranch Hatchery Operations, LLC, a Delaware limited liability company (the “Hatchery”) and _______________________________ (the “Customer”) for the following Space ___________________________________________ on the following dates and times: (individually an “Event”).

1. RECEIPT / INSPECTION / USE OF SPACE & EQUIPMENT. Customer acknowledges that it is renting the Space and Equipment (if any) on an "AS IS" basis, and that prior to the commencement of the Event, Customer shall inspect the Space and Equipment, and advise the Hatchery at that time of any defects, which the Hatchery will use reasonable efforts to resolve, failing which Customer’s sole remedy will be a return of any Deposit paid, and this Contract shall then be deemed terminated. It is the responsibility of Customer to ensure that at the conclusion of the Event, the Space and Equipment are returned to their condition immediately preceding the commencement of the Event.

2. CHARGES AND PAYMENTS. Customer is responsible for the Price, and for other charges under this Contract. The Price and all amounts due hereunder are due and payable at the conclusion of the Event. A carrying charge of 1.5% (ANNUAL RATE OF 18%) will be charged on all overdue accounts. Customer’s obligation to pay the Hatchery for the Price and other amounts to be paid by the Customer are independent covenants, and Customer shall have no right to hold back, offset or fail to pay any such amounts for default or any other reason whatsoever.

3. CREDIT CARD AUTHORIZATION, Customer hereby authorizes the Hatchery to process charges against Customer’s credit card for any amount due hereunder, which includes, but is not limited to rental fees, deposits, missing & damaged equipment repairs and fees. Customer agrees that it shall not dispute any legitimate charges processed by the Hatchery, and Customer agrees not to request any charge backs on its credit card until any disputed matters are first resolved with the Hatchery. In the event of any dispute rising from or charge back from Customer’s credit card, Customer shall be fully and solely responsible for the settlement of payment.

4. CANCELLATIONS. Customer must may cancel this Contract up to ten (10) days before the Event to avoid cancellation charges. If Customer desires to cancel within ten (10) days of the Event, Customer shall pay a cancellation fee equal to 50% of the Price. If Customer desires to cancel less than 48 hours prior to the Event Customer shall agree to pay 100% of the Price.

5. GUESTS. Customer is required to provide to the Hatchery a written list of guests that attended an Event within five (5) business days of the completion of each Event. The Customer shall ensure each guest’s compliance with the terms and conditions hereof and the Rules of the Hatchery and shall indemnify the Hatchery Indemnified Parties for any violation thereof by a guest, as provided in Paragraph 16 below.

6. NO UNLAWFUL OR PROHIBITED USE. Customer agrees to not use the Hatchery for any purpose that is (i) unlawful or prohibited by these terms, conditions, the Rules or any notices; or (ii) any business purpose determined to be prohibited, at the sole discretion of the Hatchery, which includes, but is not limited to, the sale or brokerage of insurance or title insurance, the provision of real estate brokerage services, the provision of medical services, and any use now or hereafter prohibited by any use restrictions applicable to the Hatchery, unless such use is approved for the Customer by the Hatchery in writing, which approval shall be at the sole discretion of the Customer. You may not attempt to gain unauthorized access to any accounts, computer systems or networks connected to any Hatchery server or 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 hereunder. You will be liable to the Hatchery for any damages or harm suffered by the Hatchery as a result of your violation of this Agreement.

7. DISCLOSURE. The Hatchery reserves the right at all times to disclose any information about you or your space rental agreement, as the Hatchery deems necessary, to satisfy any applicable law, regulation, legal process or governmental request, or to edit, refuse to post or to remove any information or materials, in whole or in part, in the Hatchery’s sole discretion. You will indemnify the Hatchery Indemnified Parties for any costs it incurs in responding to any lawful subpoena, process, or order seeking access to your information, whether written or in electronic form.

8. RULES. Please see the Rules of the Hatchery located on Schedule 1 (the “Rules”). Customer agrees to be bound by and comply with the Rules at all times. Customer acknowledges that the Hatchery hereby reserves the right to update the Rules from time to time, and that the Hatchery’s interpretation of the Rules is final. The Hatchery will attempt to contact Customer to notify Customer of any updates or changes to the Rules within 30 days of their enactment, using the contact information provided in this Agreement. Customer may report an infraction of the Rules by another Customer by completing an incident write up form on line. Any security matters will be referred to security for the Babcock Ranch Community.

9. RESPONSIBILITY FOR SPACE AND EQUIPMENT. If any of the Equipment is lost, stolen, damaged, or unduly soiled, under any circumstances during the Event, regardless of fault, the Customer shall be responsible for all charges, including labor costs to replace or repair the item(s).

10. ACKNOWLEDGEMENTS BY CUSTOMER. Customer hereby acknowledges and agrees to the following:

a. License. The Customer specifically acknowledges and agrees that the interest herein granted to Customer is that of a revocable license only, revocable by the Hatchery in its sole but reasonable discretion. Further, the Hatchery may terminate this Space Rental Agreement at any time for any reason upon thirty (30) days’ written notice to Customers.

b. Any food and/or beverage that Customer may desire to be made available during the Event shall only be permitted if same are provided by either: (1) the Market Café (Slater’s Good & Provisions), or (2) Trails End Table & Tap (Table & Tap), which Customer will need to separately contract for services. All other food and beverage is strictly prohibited. If the Event shall have any liquor or alcohol of any type served, it may only be served by a representative of one of the above providers. The Customer is strictly prohibited from serving liquor or alcohol of any kind on its own. Violation of this provision will result in immediate termination of this Contract.

c. The Event will be occurring in the Hatchery which is a co-working environment. Members of the Hatchery will still have access to other spaces in the Hatchery not included in the Space.

d. The Space is subject to the Rules attached as Schedule 1 to this Space Rental Contract.

11. DISCLAIMER OF WARRANTIES. CUSTOMER AGREES THAT NO WARRANTIES, EXPRESSED OR IMPLIED OR REPRESENTATIONS THAT THE SPACE OR EQUIPMENT IS FREE OF LATENT DEFECTS INCLUDING MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE HAVE BEEN MADE IN CONNECTION HEREWITH. CUSTOMER’S SOLE REMEDY FOR ANY FAILURE OF OR DEFECT IN THE SPACE OR EQUIPMENT IS TERMINATION OF THIS CONTRACT AND A RETURN OF UNEARNED FEES PAID, PROVIDED THAT CUSTOMER NOTIFIES THE HATCHERY IMMEDIATELY OF SUCH FAILURE. THE HATCHERY SHALL NOT BE RESPONSIBLE FOR ANY DEFECT OR FAILURE UNKNOWN TO THE HATCHERY.

12. PARTICIPATION. You acknowledge that you are participating at your own free will and decision. You acknowledge that the Hatchery does not have any liability with respect to your access, participation in, use of, or any loss of information resulting from such participation or use.

13. DISCLAIMER OF WARRANTIES. To the maximum extent permitted by applicable law, the Hatchery provides its events and its ancillary Services (as defined in Paragraph 14 below) “as is” and with all faults, and hereby disclaims with respect thereto all warranties and conditions, whether express, implied or statutory, including, but not limited to, any (if any) warranties, duties or conditions of or related to: merchantability, fitness for a particular purpose, lack of viruses, accuracy or completeness of responses, results, workmanlike effort and lack of negligence. Also, there is no warranty, duty or condition of title, quiet enjoyment, and quiet possession, correspondence to description or non-infringement. The entire risk as to the quality, or arising out of participation in the Hatchery, its events and ancillary Services, remains with the Member. The Hatchery disclaims any warranty regarding the performance or reliability of any IT, telecommunication, video, audio or phone system related equipment available at the Hatchery.

14. LIMITATION OF LIABILITY. Customer recognizes that the internet services available at the Hatchery is separately owned and not subject to the control of the Hatchery. Customer agrees that the Hatchery shall not be liable for damages incurred or sums paid if the internet services are temporarily unavailable due to malfunction of, or cessation of, internet services by network or internet service providers, or for transmission errors in, corruption of, or the security of your information carried on such networks or internet service providers. The Hatchery shall have no liability hereunder for damages incurred or sums paid due to fault by Customer or any third party, or by any harmful components (such as computer viruses, worms, computer sabotage, and denial of service‟ attacks). The Hatchery is not liable for any breach of security on Customer’s (or its guests, invitees, employees, etc.) computer or network. Customer agrees that it will not hold the Hatchery responsible for any selection or retention of, or the actions or omissions of, third parties in connection herewith, or hold a third party responsible for any selection or retention of, or the acts or omissions of, Hatchery in connection with the internet service. Without limiting the foregoing, Customer agrees that it will not hold the Hatchery responsible for (a) third party claims against Customer for damages, (b) loss of or damage to Customer’s records or data or those of any third party, (c) loss or damages to Customer associated with the inoperability of Customer’s equipment or applications with any component of the internet service, or (d) failure of Hatchery Equipment (furniture, phone system, etc.).

15. EXCLUSION OF INCIDENTAL, CONSEQUENTIAL AND CERTAIN OTHER DAMAGES. To the maximum extent permitted by applicable law, in no event shall the Hatchery or its subsidiaries (whether or not wholly-owned), affiliates, divisions, and their past, present and future officers, agents, shareholders, members, representatives, employees, successors and assigns, jointly or individually be liable for any direct, special, incidental, indirect, punitive, consequential or other damages whatsoever (including, but not limited to, damages for: lost revenue, loss of profits, loss of technology, loss of confidential or other information, business interruption, personal injury, loss of privacy, failure to meet any duty (including of good faith or of reasonable care), negligence, and any other pecuniary or other loss whatsoever) arising out of or in any way related to the participation in or inability to participate in or use of the Services, the provision of or failure to provide Services, or otherwise under or in connection with any provision of this Agreement, even in the event of the fault, tort (including negligence), strict liability, breach of contract or breach of warranty of the Hatchery, and even if the Hatchery has been advised of the possibility of such damages. In any event and under all circumstances the Hatchery shall not be liable to you on any basis for a sum exceeding fees you have paid the Hatchery.

16. INDEMNIFICATION. Customer releases, and hereby agrees to indemnify, defend and save harmless the Hatchery and the Hatchery’s subsidiaries (whether or not wholly-owned), affiliates, divisions, and their past, present and future officers, agents, shareholders, members, representatives, employees, successors and assigns (“Hatchery’s Indemnified Parties”), jointly and individually, from and against all claims, liabilities, losses, damages, costs, expenses, judgments, fines and penalties based upon or arising out of: (i) Customer’s non-compliance with its obligations under this Contract, (ii) any and all claims by any of Customer’s guests, employees, invitees, customers or other third parties in connection with the use of the Space or Equipment; or, (iii) Customer’s (including its guests, employees, invitees, customers, agents, or third parties in the Space at the direction or request of Customer) negligent actions, errors and omissions, willful misconduct and fraud in connection with the participation in or use of the Space or Equipment. Customer further agrees in the event that it brings a claim or lawsuit in violation of this Contract, Customer shall be liable for any attorneys‟ fees and costs incurred by the Hatchery’s Indemnified Parties in connection with the defense of such claim or lawsuit.

17. INSURANCE. The Hatchery will carry General Liability insurance insuring its interests. The Hatchery shall not be liable for the disappearance, loss or theft of, or damage to your personal/private property, including your computer, cellular phone, money, or jewelry, or for any damage to the property or person of any officers, employees, agents, invitees or guests. Customers are not required to provide evidence of insurance, but it is strongly encouraged that Customers carry an insurance policy to cover their own equipment and personal property while using the Hatchery, especially if the Customer intends on conducting a business enterprise out of the Hatchery, where guests are invited into the Hatchery. Notwithstanding the foregoing, the Hatchery reserves the right to require appropriate insurance from Customers depending on the type and extent of business activity being conducted at the Hatchery.

18. HURRICANE AND TROPICAL PREPAREDNESS. The Customer is at all times responsible for all its personal property brought into and left in the Hatchery. In the instance of an anticipated tropical storm or hurricane, the Hatchery will alert the Customers to the Hatchery’s plan to close the Hatchery 24 hours prior to closure, which notice may be provided by email, Cobot’s alert, or written sign posted within the Hatchery spaces. The Customer agrees to timely remove all personal property from the Hatchery prior to the noticed closing. Once closed, the Hatchery will not be accessible (keys will not be operable during this time) until re-opened by the Hatchery after the storm or the threat of the storm has passed. The Customer specifically waives any and all claims against the Hatchery for any damage to the Customer’s personal property that Customer may fail to timely remove. Further, the Customer specifically grants to the Hatchery permission, without an obligation being imposed on the Hatchery to do so, to remove any personal property of the Customer from the Hatchery or to relocate same internally within the Hatchery if in the sole discretion of the Hatchery such relocation is in the best interest of safety and to minimize damage to the Hatchery, and hereby waives and releases any and all claims against the Hatchery for damage that may occur to the personal property during any such move by Hatchery staff. Customer agrees to also pay the Hatchery for any costs or expenses incurred by the Hatchery to relocate, remove or store the personal property of the Customer.

19. USE OF PHOTOGRAPHIC LIKENESS. By signing this Agreement, you grant the Hatchery the right to use your photographic likeness for promotional purposes, including, without limitation, for online usage and marketing materials.

20. RIGHT TO TEMPORARY CLOSURES. In order to keep the Hatchery in the best possible condition, portions or all of the Hatchery may be closed for temporary time periods for repairs and renovations. The Hatchery will give five (5) days’ advance notice of such closures. A prorated abatement will be provided if the closure reduces the amount of time that the Space is being reserved under this Contract.

21. DAMAGE OR DESTRUCTION OF PREMISES. If the Hatchery is damaged or partially destroyed by fire, casualty or other causes not resulting from Member’s neglect or fault, during the term of this Agreement, the Hatchery, at its sole discretion, may either (i) terminate this Agreement as provided for above in Paragraph 8; or (ii) promptly repair the damage within 120 days (or such later date as is reasonable under the circumstances) from the date of damage or partial destruction. A prorated abatement will be provided for the number of Events (if more than one Event is scheduled under this Agreement) that the Space reserved hereunder is inaccessible under either subpart (i) or (ii) above).

22. MISCELLANEOUS. This Contract constitutes the final agreement between the parties. It is the complete and exclusive expression of the parties’ agreement on the matters contained in this Contract. All prior and contemporaneous negotiations and agreements between the parties on the matters contained in this Contract are expressly merged into and superseded by this Contract. The provisions of this Contract may not be explained, supplemented, or qualified through evidence of trade usage or a prior course of dealings. In entering into this Contract, neither party has relied upon any statement, representation, warranty, or agreement of the other party except for those expressly contained in this Contract. The parties may amend this Contract only by a written agreement of the parties that identifies itself as an amendment to this Contract. In the event that any provision or portion of this Contract is determined to be invalid, illegal or unenforceable for any reason, in whole or in part, the remaining provisions of this Contract shall be unaffected thereby and shall remain in full force and effect to the fullest extent permitted by applicable law. Acceptance of terms and conditions at https://hatchery.cobot.me/ by Customer shall be deemed as effective as executing and delivering this Contract to the Hatchery. This Contract shall not be binding on either party until the Hatchery has provided a confirmation email to the Customer that the Hatchery has accepted this Contract, and the deposit, if any, has been received by the Hatchery.


SCHEDULE 1

HATCHERY SPACE RENTAL PROVISIONS AND RULES

(Hatchery Building and Hive Building)

Conference Rooms

• There are 2 conference rooms available.

• The furniture in the conference rooms should stay there at all times.

Noise

• General

o The Hatchery is a shared working environment, so everyone should do their best to maintain a respectful working atmosphere.

• Phone Calls

o When speaking on the phone, please adjust the volume of your voice. If your phone call might disrupt other people using the Hatchery, please make your phone call in an available conference room or take the call outside.

o We suggest you put your cell phone on vibrate mode to prevent disturbing others.

• Visitors

o Although visitors are allowed in the Hatchery, everyone needs to abide by the Rules concerning noise levels.

Use of the Internet

• Illegal data file download (torrent) is not allowed.

• Do your best towards fair internet usage.

Attire

• Customer is reminded that the Hatchery is a work space, and appropriate work attire should be worn. Generally, the adage “no shoes, no shirt, no service” applies.

General

• It is necessary to respect the personal property of others and of the Hatchery & The Hive. In case of furniture or property damage arising out of negligence, you need to arrange for a replacement, or pay for the damage.

• You should not bring your own furniture, move furniture or stick posters on the walls of The Hatchery or the Hive without prior permission.

• Everyone should attempt to make the shared spaces pleasant for all users.

• The temperature of the room should be such that it will suit most users. We normally avoid under- or over-heating, as it is a waste of valuable energy.

• Other than as provided in Section 10b of the Agreement, the use of alcoholic beverages and/or drugs are prohibited.

• There is no smoking allowed in the building or on the balcony

• Adult supervision must be provided at all times (ratio 2 adults to every 15 children and at least 2 adults at all times).

• Items may not be sold, exhibited or displayed without prior permission.

• The space must be left in the same condition in which it was found. Customer shall also be responsible to clean up any common area impacted by an Event. Cleaning supplies are kept in dedicated places. Customer will be responsible for any janitorial charges needed to restore the space to its condition prior to use, which costs will be charged to Customer within thirty (30) days of an Event or the termination of the Agreement.

• The execution of this Contract does not permit the Customer to lease or allow any other organization or persons to use the space in its name or in its time slot.

• Cancellations must be communicated as soon as possible and no later than 3:45 p.m. Monday through Friday. Excessive cancellations may result in cancellation of Contract.

Groups may not be left unattended at any time. The Customer or its designee must be present prior to use and remain until all of its guests or visitors have left the Hatchery or The Hive.

Cobot Terms and Conditions

Cobot is the web platform used by The Hatchery 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.

back