Dedicated Desk Terms and Conditions

 OUR AGREEMENT:

We are the workspace provider for services listed in the Purchase Summary provided. You are agreeing to subscribe to the membership access level and additional service packages listed in the Purchase Summary. We provide access to our facility (“Pastel”) pursuant to the following terms.

1. Access to Shared Workspace in Common Areas

Note: Pastel is currently not wheelchair accessible, however there are accessible restroom facilities.

(a) We will provide workspaces on a first-come, first-served basis, subject to prior reservation or membership based on level. This includes access to the common areas (Kitchen, Lounge and Cafe), and for a separate charge depending upon membership level, available Small Conference and Training Room, during the hours only applicable to your membership level. Your use of Pastel is at all times subject to this Agreement and our House Rules (see section 3 below). If you have purchased a Dedicated Workstation or Private Office Membership, you may become eligible for additional access rights for after-hours use of Pastel. (b) We may provide online account management credentials and offer you access to promote and register for events, as well as access to our online reservation system.

You will be eligible to host after-hours events in the common areas at member rates.

2. Additional Services

We will provide the services associated with the service packages you have subscribed to beginning on the Agreement Start Date. You will be responsible for payment for use of any other a la carte services, guest passes, meeting room charges and other services, if applicable, you consume in Pastel at our current member prices.

3. Comply with House Rules

You must comply with our House Rules for the use of Pastel by members, guests and invitees. We may set these rules at our sole discretion to promote health and safety, security, well-being, hospitality, membership harmony, or to otherwise improve the experience we are delivering. The House Rules are available at pastelplymouth.com/house-rules.

4. Upon Becoming a Member

Prior to receiving your online account management credentials and entry access, if applicable, you must attend a new member orientation to receive instruction on use of Pastel accommodations and additional Pastel services.

5. Your Business Activity

You must only use the Pastel accommodation for legal business purposes. Retail or medical uses, involving frequent visits by members of the public are not permitted. You must not use the name Pastel in any way in connection to your business.

6. Your Name and Address

You must not post any signs anywhere in Pastel. You may not use the Pastel address as your business address or mailing address unless you have purchased an appropriate membership package, in which case we may include your name or business name in the Pastel directory.

7. Taking Care of Our Property

You must take good care of all parts of Pastel, its equipment, fittings and furnishings, which you use. You must not alter any part of it. You are liable for any damage caused by you or those in Pastel with your permission or at your invitation.

8. No Third-Party Furniture and Equipment

You must not install any furniture or workspace equipment, cabling, IT or telecom connections without our consent, which we may refuse at our absolute discretion for any reason or no reason.

9. Entry Access, Keys and Security

Any entry access, keys or passwords that we issue to you or let you use remain our property at all times. You must not make any copies of them or allow anyone else to use them without our consent. Any loss must be reported to us immediately and you must pay the cost of replacement cards or keys and or changing locks, if required in our discretion. If you are permitted to use Pastel outside normal working hours, it is your responsibility to lock the doors to your accommodation or desk and to Pastel when you leave. For your personal security, and for quality assurance purposes, we may maintain video surveillance in areas of Pastel and entryways and maintain a record of all entry and exits.

10. Comply with the Law

You must comply with all relevant laws and regulations in the conduct of your business. You must not do anything that may interfere with the use of Pastel by us or by others, cause any nuisance or annoyance, cause an increase in the insurance premiums we have to pay, or cause damage to us or to the owner of any interest in the building that leases to Pastel. You acknowledge that (a) the terms of the foregoing sentence are a material inducement to us for the execution of your Agreement and (b) any violation by you of the foregoing sentence shall constitute a material default by you hereunder, entitling us to terminate your Agreement.

11. Insurance

It is your responsibility to arrange insurance for your own property and liability to your employees and to third parties. We are not responsible for loss or damage to any of your personal items or work product.

12. Our Access to Your Assigned Accommodations

We can access your workspace accommodation at any time unless this access is specifically restricted as a part of a separate agreement. However, unless there is an emergency, we will, as a matter of courtesy, try to inform you in advance when we need access to carry out testing, repairs other than routine inspection, cleaning and maintenance. We will also respect security procedures to protect the confidentiality of your business.

13. Availability and Reservation

Pastel contains certain workspaces and areas that may be reserved by members on a first-come, first-served basis at no additional charge. Pastel contains other reservable workspaces and meeting areas that may be booked by members at an additional cost. You must make all bookings for reservable workspaces and meeting spaces through a Pastel Host. If for any reason we cannot provide the accommodations at the time you request, we will have no liability to you for any loss or damages.

14. Suspension of Services

We may, by giving you notice, suspend the provision of services (including access to the workspace accommodation) for reasons of political unrest, strikes, or other events beyond our reasonable control, in which event payment of the standard fee will also be suspended for the same period.

15. Our Liability

We are not liable for any loss as a result of our failure to provide a service as a result of mechanical breakdown, strike, delay, failure of staff, termination of our interest in the building containing Pastel or otherwise unless we do so deliberately or are grossly negligent. We are also not liable for any failure until you have told us about it and given us reasonable time to get it right. You agree (a) that we will not have any liability for any loss, damage or claim which arises as a result of, or in connection with, this Agreement and/or your use of the services except to the extent that such loss, damage, expense or claim is directly attributable to our deliberate act or our gross negligence (our liability); and (b) that our liability will be subject to the limits set out in the next paragraph. We will not in any circumstance have any liability for loss business, loss of profits, loss of anticipated savings, loss of or damage to data, third-party claims or any consequential loss. We strongly advise you to insure against all such potential loss, damage expense or liability.

16. The Nature of the Agreement

This Agreement is the commercial equivalent of a club membership. The entire Pastel remains our property and in our possession and control. You acknowledge that this Agreement creates no tenancy interest, no leasehold estate, nor other real property interest in your favor with respect to the accommodation. We are licensing you only the right to share the use of Pastel so that we can provide the services to you. The Agreement is personal to you and cannot be transferred to anyone else. We may transfer the benefit of your Agreement and our obligation under it at any time.

17. Duration and Rate Guarantee

This is a month-to-month agreement, except as may be otherwise specifically provided in your Agreement. The standard monthly access fee stated in the Purchase Summary is fixed for 6 months from the Agreement Start Date. Thereafter, the standard monthly access fee shall be equal to the then current market price for your membership type.

18. Bringing Your Agreement to an End

You may cancel your membership at any time. However, you are liable for the full term of your membership Agreement as provided in the Purchase Summary, even if you cancel earlier. If your term is month to month and you cancel after the 5th day of the month, that month is not reimbursed. If your term is multi-month or multi-year, there is no discount for early termination and you will be charged for the full amount of your remaining term upon termination. In addition, you must reimburse us for all discounts that were provided as an incentive for a multi-month or multi-year term, plus any other costs we may incur as a result of your cancellation prior to your agreed upon term, as well as any costs of collection including reasonable attorney’s fees. You agree that we may charge your credit card or bill you for the foregoing fees and costs.

19. Ending your Agreement Immediately

(a) Pastel may put an end to your Agreement by giving you notice for the following reasons:

• you become insolvent, go into liquidation or become unable to pay your debts as they fall due;

• you are in breach of one of your obligations which cannot be cured;

• we have given you notice to cure and you have failed to cure within fourteen days of that notice;

• your conduct—or that of your guests or invitees—is determined by us, in our sole and complete discretion, to be unsafe and potentially harmful to you, us, or any other members or guests, or is damaging to the reputation of Pastel.

(b) If we put an end to the Agreement for any of these reasons, it does not put an end to any outstanding obligations you may have and you must:

• pay for additional services you have used;

• pay the standard fee for the remainder of the period for which your Agreement may have lasted had we not ended it;

• and indemnify us against all costs and losses we incur as a result of the termination.

20. If Pastel Is Not Available

In the event that we are no longer able to provide the accommodations at Pastel stated in this Agreement, then the Agreement will end, and you will only have to pay the agreed access fees up to the date it ends and for the additional services you have used.

21. When Your Agreement Ends

When this Agreement ends, you must return all keys. If you leave any of your own property at Pastel, we may dispose of it in any way we choose without owing you any responsibility for it or any proceeds of sale.

22. Employees

While your Agreement is in force and for a period of six months after it ends, you must not solicit or offer employment to any of our staff. If you or an entity affiliated with you hire our staff, we estimate our loss at the equivalent of one year’s salary for each of the employees concerned and you must pay us damages equal to that amount.

23. Notices

All formal notices must be in writing.

24. Confidentiality

The terms of your Agreement are confidential. Neither party will disclose them without the other’s consent unless required by law or an official authority.

25. Indemnities

You agree to indemnify us with respect to all liability, claims, damages, losses and expenses that may arise (except to the extent caused by our gross negligence or willful misconduct) if someone dies or is injured while in the accommodation you are using or with respect to your use of Pastel and the services. If you do not comply with the terms of your Agreement, you must also pay any cost, including reasonable legal fees, which we incur in enforcing your Agreement.

26. Data Protection

You agree that we may process, disclose or transfer any personal data, which we hold or in relation to you, provided that in doing so we take such steps as we consider reasonable to ensure that it is used in accordance with our privacy agreement and local laws governing personally identifiable data, but only:

• to fulfill our obligations under your Agreement;

• for work assessment and fraud prevention;

• or to make available information about new or beneficial products and services offered by us and other organizations, which we consider may be of interest to you.

27. Applicable Law

Your Agreement is interpreted and enforced in accordance with the laws of the state in which Pastel identified in the Purchase Summary. We both accept the exclusive jurisdiction of the courts where Pastel is located.

28. Payment of Membership Fees

The membership access fees and service packages are payable in advance, in full, on the 1st day (or such other day we designate) of each month. Pastel bills for the coming month so you are always one month ahead in payment. For monthly recurring charges, you must authorize us to take payment via credit card on the 1st day of each month. You agree to pay promptly (a) all sales, use excise and any other taxes we are required to collect from you to pay to any governmental authority and (b) and local taxes we are required to collect that are attributable to the accommodation.

29. Payment of Additional Service Fees

Fees for additional a la carte services are invoiced at the point of sale or in arrears in accordance with our published rates from time to time and payable on the 1st day (or such other day as we designate) of the month following the calendar month in which the additional services were provided. The standard fee is payable for every day that your Agreement is in existence, including Saturdays, Sundays and public holidays.

30. Late Payment

If you do not pay fees when within 5 days of the due date, we may charge a late fee equal to 10% of the outstanding balance and interest at 18% per annum on uncollected balances thereafter. If you dispute any part of an invoice, you must do so in writing no later than 10 days from the due date. You must pay any amount not in dispute by the due date. You will pay a fee of $35.00 for the return of any payment for insufficient funds. You agree to pay all costs of collection, including legal fees and costs, on any outstanding balance.

31. Subordination

Your Agreement is subordinate to our lease with our landlord and to any other Agreements to which our lease with our landlord is subordinate.

32. Lockers

We may allow you to use a Pastel storage locker on a space-available basis. You assume all risk of loss associated with use of a locker. Pastel shall have no liability for lost, stolen or damaged items stored in any locker. For security reasons, Pastel retains the right to access lockers at any time. If your membership is cancelled or terminated or you otherwise stop using Pastel and you leave any of your own property in a Pastel locker, we may dispose of it in any way we choose without owing you any responsibility for it or any proceeds of sale.

Cobot Terms and Conditions

Cobot is the web platform used by Pastel to provide this website.

Terms of Service Although we may attempt to notify you via email when major changes are made, you should visit this page periodically to review the terms. Cobot may, in its sole discretion, modify or revise these terms and conditions and policies at any time, and you agree to be bound by such modifications or revisions. If you do not accept and abide by this Agreement, you may not use the Cobot service. Nothing in this Agreement shall be deemed to confer any third party rights or benefits.

Description of Service Cobot is an application to manage coworking spaces (the "Service") from Upstream - Agile GmbH ("upstream). You understand and agree that the Service is provided on an AS IS and AS AVAILABLE basis. upstream disclaims all responsibility and liability for the availability, timeliness, security or reliability of the Service. upstream also reserves the right to modify, suspend or discontinue the Service with or without notice at any time and without any liability to you.

Personal Use The Service is made available to you for your personal use only. You must provide current, accurate identification, contact, and other information that may be required as part of the registration process and/or continued use of the Service. You are responsible for maintaining the confidentiality of your Service password and account, and are responsible for all activities that occur thereunder. upstream reserves the right to refuse service to anyone at any time without notice for any reason.

Proper Use You agree that you are responsible for your own communications and for any consequences thereof. Your use of the Service is subject to your acceptance of and compliance with this Agreement. You agree that you will use the Service in compliance with all applicable local, state, national, and international laws, rules and regulations, including any laws regarding the transmission of technical data exported from your country of residence. You shall not, shall not agree to, and shall not authorize or encourage any third party to: (i) use the Service to upload, transmit or otherwise distribute any content that is unlawful, defamatory, harassing, abusive, fraudulent, obscene, contains viruses, or is otherwise objectionable as reasonably determined by upstream; (ii) upload, transmit or otherwise distribute content that infringes upon another party’s intellectual property rights or other proprietary, contractual or fiduciary rights or obligations; (iii) prevent others from using the Service; or (iv) use the Service for any fraudulent or inappropriate purpose. Violation of any of the foregoing may result in immediate termination of this Agreement, and may subject you to state and federal penalties and other legal consequences. upstream reserves the right, but shall have no obligation, to investigate your use of the Service in order to determine whether a violation of the Agreement has occurred or to comply with any applicable law, regulation, legal process or governmental request.

Content of the Service upstream takes no responsibility for third party content (including, without limitation, any viruses or other disabling features), nor does upstream have any obligation to monitor such third party content. upstream reserves the right at all times to remove or refuse to distribute any content on the Service, such as content which violates the terms of this Agreement. upstream also reserves the right to access, read, preserve, and disclose any information as it reasonably believes is necessary to (a) satisfy any applicable law, regulation, legal process or governmental request, (b) enforce this Agreement, including investigation of potential violations hereof, (c) detect, prevent, or otherwise address fraud, security or technical issues, (d) respond to user support requests, or (e) protect the rights, property or safety of upstream, its users and the public. upstream will not be responsible or liable for the exercise or non-exercise of its rights under this Agreement.

Intellectual Property Rights upstream’s Intellectual Property Rights. You acknowledge that upstream owns all right, title and interest in and to the Service, including without limitation all intellectual property rights (the "upstream Rights"), and such upstream Rights are protected by international intellectual property laws. Accordingly, you agree that you will not copy, reproduce, alter, modify, or create derivative works from the Service. You also agree that you will not use any robot, spider, other automated device, or manual process to monitor or copy any content from the Service. The upstream Rights include rights to (i) the Service developed and provided by upstream; and (ii) all software associated with the Service.

Your Intellectual Property Rights upstream does not claim any ownership in any of the content that you upload, transmit or store in your Cobot account. We will not use any of your content for any purpose except to provide you with the Service.

Representations and Warranties You represent and warrant that (a) all of the information provided by you to upstream to participate in the Services is correct and current; and (b) you have all necessary right, power and authority to enter into this Agreement and to perform the acts required of you hereunder.

Privacy As a condition to using the Service, you agree to the terms of the Cobot Privacy Policy as it may be updated from time to time. upstream understands that privacy is important to you. You do, however, agree that upstream may monitor, edit or disclose your personal information, if required to do so in order to comply with any valid legal process or governmental request (such as a search warrant, subpoena, statute, or court order), or as otherwise provided in these Terms of Service and the Cobot Privacy Policy.

Account Inactivity After a period of inactivity, whereby a user fails to log in to an account for a period of nine months, Cobot reserves the right to disable or terminate the account. If an account has been deactivated for inactivity, the username associated with that account may be given to another user without notice to you or such other party.

Privacy As a condition to using the Service, you agree to the terms of the Cobot Privacy Policy as it may be updated from time to time. upstream understands that privacy is important to you. You do, however, agree that upstream may monitor, edit or disclose your personal information, if required to do so in order to comply with any valid legal process or governmental request (such as a search warrant, subpoena, statute, or court order), or as otherwise provided in these Terms of Service and the Cobot Privacy Policy.

Termination; Cancellation You may cancel your use of the Services and/or terminate this Agreement with or without cause at any time by providing notice to upstream at https://Cobot.me/pages/imprint; provided, however, that a terminated account may continue to exist for up to two business days before such cancellation takes effect. Cobot may at any time and for any reason terminate the Services, terminate this Agreement, or suspend or terminate your account. In the event of termination, your account will be disabled and you may not be granted access to your account or any files or other content contained in your account although residual copies of information may remain in our system. Except as set forth above or unless upstream has previously canceled or terminated your use of the Services (in which case subsequent notice by upstream shall not be required), upstream will notify you via email of any such termination or cancellation, which shall be effective immediately upon upstream’s delivery of such notice. Sections 3, 4, 5, 7, and 9 – 11 of the Agreement shall survive expiration or termination.

Indemnification You agree to hold harmless and indemnify upstream, and its subsidiaries, affiliates, officers, agents, and employees from and against any third party claim arising from or in any way related to your use of the Service, including any liability or expense arising from all claims, losses, damages (actual and consequential), suits, judgments, litigation costs and attorneys’ fees, of every kind and nature. In such a case, upstream will provide you with written notice of such claim, suit or action.

Choice of Law; Jurisdiction These Terms of Use will be governed by and construed in accordance with the laws of the State of Germany, without giving effect to its conflict of laws provisions or your actual state or country of residence. Any claims, legal proceeding or litigation arising in connection with the Service will be brought solely in Germany, and you consent to the jurisdiction of such courts.

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