Community Member 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 1 month 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.

1. General

1.1. Upstream-Agile GmbH, Adalbertstraße 7-8, 10999 Berlin, registered with the commercial register of the local court (Amtsgericht) of Charlottenburg under HRB 110149 B (“upstream”) provides an application to manage coworking spaces via its website www.cobot.me (the “Service” or “Services” or “Cobot”) as further specified on www.cobot.me (the “Website”).

1.2. All contractual relationships between upstream and any customer of upstream using Cobot (“Customer”, together with upstream the “Parties”, each a “Party”) shall be governed by these terms of service (“Terms of Service”). By registering on the Website or using Cobot, the Customer agrees to be bound by these Terms of Service.

1.3. Standard business conditions and/or general terms and conditions of the Customer do not apply, regardless of whether or not upstream has expressly objected to them in a particular case.

2. Registration

2.1. Any use of Cobot requires prior registration on the Website by creating an account (“Account”) and the acceptance of these Terms of Service. Customer must provide accurate and complete information and keep the Account information updated.

2.2. Customer is solely responsible for the activity that occurs on their Account. Customer shall keep their login data (password) confidential and prevent any unauthorized use by third parties. He shall immediately inform upstream if there are indications that any third party is misusing their account.

3. Use of Services

3.1. Offers published by upstream on the Website are non-binding.

3.2. The Customer may use Cobot for a trial run after registering. The Customer may only register for a trial run once. If a Customer registers for more than one trial run, upstream will have the right to delete these additional Accounts.

3.3. By registering on the Website according to section 2 hereof and subscribing to a subscription plan, the Customer makes a binding offer to use the respective Services. The offer shall be deemed to be accepted by upstream by making available the respective Service. Upon the acceptance of a subscription a contract governed by these Terms of Service between the Customer and upstream is concluded (the “Contract”).

4. Prices and Payment

4.1. The price for using Cobot depends on the number of members which are using the coworking space of the respective Customer (each a “Member”).

4.2. The Customer will be required to provide upstream with billing and account information for credit card, debit or other payment systems, such as PayPal, (each a “Payment Source”) for which the Customer is authorized to approve charges to allow upstream to collect payment from the Customer for their subscription plan. The Customer authorizes upstream to automatically and immediately bill the Payment Source when payments for subscription plans are due. The Customer shall only be allowed to raise an objection to a bill/deduction within eighty days starting from the day the deduction was made. If the objection was not raised, the deduction is deemed accepted by the Customer.

4.3. The billing of a subscription plan is made on a pre-paid basis. The payment source will be billed within five bank working days of the beginning of the chosen subscription period and then on a monthly or, as applicable, annual basis.

4.4. The prices stated on the Website are net prices excluding VAT. All other charges in connection with the use of the Services shall be borne by the Customer.

5. Contract Period, Termination of Contract, Cancellation of account

5.1. The Contract runs for an indefinite time and will remain in effect until terminated by one of the Parties in accordance with the Terms of Service.

5.2. The Parties may terminate this Contract for any or no reason at their convenience to the end of each month.

5.3. The Customer having used the trial run may unsubscribe from Cobot anytime without giving reason and without notice by using the respective button in their account.

5.4. The right of termination for cause and without notice remains unaffected for both Parties. A good cause for termination shall include, but shall not be limited to, any of the following events:

5.4.1. the Customer fails to comply with any applicable legal provisions;

5.4.2. a serious breach of the Customer of obligations arising from these Terms of Service by the Customer;

5.4.3. an attempt a denial of service attack on any of the Services by the Customer or any attempt to hack or break any security mechanism on any of the Services;

5.4.4. the Customer fails to pay the fees for the ordered Services;

5.4.5. a proceeding to wind-up the Customer or similar is brought against, or by the Customer (especially including insolvency and creditor protection scenarios and similar).

5.5. Any termination declaration shall be made via the “termination” button within the Account.

5.6. In the event of termination,

5.6.1. the Account of the Customer will be disabled and the Customer may not be granted access to their Account or any files or other content contained in the Account although residual copies of information may remain in upstream’s system;

5.6.2. any rights of use granted to Customer for using Cobot shall expire immediately and Customer shall cease to use the Services;

5.6.3. upstream will not refund any prepaid fees to Customer.

5.7. After a period of inactivity, whereby a user fails to log in to an Account for a period of nine months, upstream reserves the right to disable or terminate the Account. If an Account has been deactivated for inactivity, the subdomain associated with that Account may be given to another Customer without further notice.

6. Intellectual Property Rights

6.1. Subject to these Terms of Service, and for the duration of the Contract, upstream grants the Customer a non-exclusive license to use the Services, which non-exclusive license is hereby accepted by Customer (the “License”). The License shall be granted as non-exclusive, non-assignable, non- transferable, with no right to sub-license, worldwide limited right to use the Services. Customer is responsible for its staff’s compliance with the Terms of Service.

6.2. The scope of the License shall be subject to and limited by the number of Members as agreed between upstream and the Customer.

6.3. upstream does not claim any ownership in any of the content uploaded, transmitted or stored by the Customer in its Account. upstream will not use any of such content for any purpose except to provide the Customer with the Services.

7. Proper use

7.1. The Customer agrees that they are responsible for their own communications and for any consequences thereof. The Customer shall act according to the destined functions of the Website and Services. Any inappropriate or illegal use, manipulation, or change of the Website and Services is prohibited. In particular, the Customer shall, shall not agree to, and shall not authorize or encourage any third party to:

7.1.1. use the Service to upload, transmit or otherwise distribute any content that is unlawful, defamatory, harassing, abusive, fraudulent, obscene, contains malware or is otherwise objectionable as reasonably determined by upstream;

7.1.2. upload, transmit or otherwise distribute content that infringes upon another party’s intellectual property rights or other proprietary, contractual or fiduciary rights or obligations;

7.1.3. prevent others from using the Service; or

7.1.4. use the Service for any fraudulent or inappropriate purpose.

7.2. upstream reserves the right to delete any infringing content according to this section 7, terminate the Services and/or suspend Accounts of a Customer that is violating any of these Terms of Service, in particular this section 7.

8. Representations and Warranties

The Customer represents and warrants that (i) all information provided by them to upstream to participate in the Services is correct and current; and (ii) the Customer has all necessary right, power and authority to enter into the Contract and to perform the acts required of Customer hereunder.

9. Indemnification

9.1. The Customer will indemnify, defend, and hold harmless upstream and its officers, directors, employees for any and all claims, suits, litigation, causes of action, losses, damages, expenses, costs (including court costs and attorneys’ fees) and liabilities (“Losses”) that arise out of, or in connection with (i) the Customer’s use of the Website and/or Services; (ii) any breach by the Customer of any warranty defined in section 8; (iii) any claim that the Customer’s content distributed via the Services caused damage to a third party.

9.2. In cases of an aforementioned enforcement of claims by third parties, the Customer will provide upstream with all their information that is needed for the examination of the claim and for the defense against it. The Customer provides the information immediately, truthfully, and completely.

9.3. The regulation of liability of the Customer or their obligation of indemnification shall apply to the same extent in the event of an act of a Member of the Customer.

10. Limitation of Liability

10.1. upstream’s liability for damages caused by or related to the exercise of rights and obligations under this Agreement shall be excluded. The limitation of liability shall not cover

10.1.1. damage from injury to life, body or health caused by upstream;

10.1.2. damages caused by upstream that are a result of willful intent or gross negligence;

10.1.3. damages caused by upstream as a result of slight negligence in the event of upstream’s breach of an essential contractual obligation which is indispensable for the duly execution of the contract and thereby jeopardizes the achievement of the contract purpose and such damage is typically foreseeable at the time of the infringement;

10.1.4. upstream’s liability in the event of the assumption of a warranty if an obligation infringement covered thereby triggers upstream’s liability.

10.2. Liability under the Product Liability Act (Produkthaftungsgesetz) shall remain unaffected.

10.3. The limitations and/or restrictions of upstream’s liability shall also apply to the personal liability of its legal representatives and vicarious agents.

10.4. upstream will not be liable hereunder by reasons of any failure to timely perform its services due to an event beyond its reasonable control, including acts of God.

11. Use for reference

The Customer agrees that upstream may use information of the Customer provided by them (i.e. the name/trademark) for marketing purposes as reference on the Website. The Customer may withdraw such consent by writing an email to upstream to support@cobot.me.

12. Privacy Policy

upstream provides the Customer with information on how data is collected and processed in Upstream’s Privacy Policy.

13. Miscellaneous

13.1. These Terms of Service shall be governed by the laws of the Federal Republic of Germany excluding the Convention on Contracts for the International Sale of Goods (CISG) and the conflict of laws provisions. Both Parties submit to the exclusive jurisdiction of the courts of Berlin.

13.2. Should any provision of this Terms of Service be or become invalid, ineffective or unenforceable as a whole or in part, the validity, effectiveness and enforceability of the remaining provisions shall not be affected thereby. Any such invalid, ineffective or unenforceable provisions shall be deemed replaced by such valid, effective and enforceable provision as come closest to the economic intent and purpose as of such invalid, ineffective or unenforceable provisions as regard subject-matter, amount, time, place and extent. The aforesaid shall apply mutatis mutandis to any gap in these Terms of Service if any court has confirmed such proceeding.

13.3. upstream reserves the right to change these Terms of Service at any time without indicating the reasons. upstream will notify Customer of the changed Terms of Service on the Website or via email no later than two (2) weeks before the refined terms will take effect. In case Customer objects the new Terms of Service they may terminate the Contract with a period of two (2) weeks upon receipt of the information about the changes by upstream via the “termination” button within the Account.

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