· “Us” or “CTRL Collective” means DB Coworking Holdings, or its assignee.
· “You” or “Member” means the company listed on the Membership Form.
· “Premises” means any CTRL Collective office space at which the Services are provided, including that listed on the Membership Form.
· “Fellow Member” means any entity or individual which is a member of CTRL Collective, but is not the Member.
· “Membership Agreement” means the membership agreement consisting of the TOU, the Membership Form, the Community and Facility Rules and the Internet Policy.
· “Authorized User” means each person you authorize on your User List as being allowed to receive the Services (defined below)
1. Acceptance of Terms. CTRL Collective agrees to provide you the Services (defined below) subject to the terms of this Membership Agreement. CTRL Collective reserves the right to modify and/or update the TOU, Community and Facility Rules and the Internet Policy from time to time. If CTRL Collective changes the TOU or the Community and Facility Rules, we will post the modification on our website or otherwise provide you with notice of the modification.
2. Description of Services. CTRL Collective may provide you with exclusive access to office space, non-exclusive access to office space, work stations, internet service (wired and/or wireless), office equipment, conference space, knowledge resources, and other services as CTRL Collective may offer from time to time pursuant to the terms of the membership plan indicated on the Membership Form (collectively, “Services”). The Services and the Membership Agreement are personal to you and may not be assigned to, transferred to or shared with any other party.
3. Representations and Warranties. You hereby represent and warrant that you have all requisite legal power and authority to enter into the Membership Agreement, and that your Member Signatory has the authority to bind you to this Membership Agreement.
4. Use of Services.
(a) You will (and will cause your Authorized Users to) comply with all relevant laws and regulations in your use of the Services at all times. Without limiting the foregoing, you agree that when on the Premises or using the Services, you (including your Authorized Users) will not: defame, abuse, harass, stalk, threaten or otherwise violate the legal rights (such as rights of privacy and publicity) of others; use any material or information in any manner that infringes any copyright, trademark, patent, trade secret, or other proprietary right of any party; create a false identity for the purpose of misleading others; obstruct any access to the Premises; create any circumstances of disrepair or damage any CTRL Collective property or the Premises; bring any pets onto the CTRL Collective Premises (unless permitted by law); disrupt, cause a nuisance to or interfere with any Fellow Members or Fellow Members’ access to the Services; or otherwise violate this Membership Agreement, including the Community and Facility Rules.
(b) If you have been assigned a particular office in the Building, CTRL Collective reserves the right to relocate you to a different office, offices or desks at any time.
(c) You may designate a certain number of individuals (which number is indicated on the Membership Form) to use, access, and/or receive the Services in accordance with this Membership Agreement. All Authorized Users must be designated in writing to CTRL Collective prior to being entitled to the Services. You may replace an Authorized User at any time by causing the Member Contact to send an email to CTRL Collective, which email must include the name(s) and email address(es) of the departing and new Authorized User(s) and the effective date of the change. The changes will not take effect until CTRL Collective confirms in writing that it has accepted and applied the change. An Authorized User will no longer be allowed access to the Services upon the earlier of (1) the termination or expiration of this Membership Agreement; (2) your removal or replacement of such Authorized User or (3) CTRL Collective’s notiﬁcation to you that such individual is terminated as an Authorized User. CTRL Collective may terminate an individual as an Authorized User in CTRL Collective’s sole discretion, however, CTRL Collective will endeavor not to terminate any individual as an Authorized User unless such individual has caused Fellow Members to complain to CTRL Collective or if such individual violated this Membership Agreement (including the Community and Facility Rules and Internet Policy). If the number of Authorized Users, or individuals regularly using your Office Space, exceeds the number allocated on the Membership Form, you will be required to pay the then-current additional applicable fee. CTRL Collective reserves the right to limit the number of Authorized Users allowed at any point. By sending CTRL Collective a request to add an individual as an Authorized User, you are representing and warranting that you have obtained all necessary consent from such individual to provide to CTRL Collective the contact or other information about such individual.
5. Payment Terms.
(a) Upon submitting a signed and completed Membership Agreement, you will deliver to us the monthly fee contained in your Membership Agreement (the “Member Fee”) for the first month without demand, prorated as of the number of days remaining in such month. Afterward, you will pay the Member Fee monthly, in advance, on the first day of the month.
(b) You agree to pay promptly (i) all taxes and license fees which you are required to pay to any governmental authority (and, at CTRL Collective’s request, will provide to CTRL Collective evidence of such payment) and (ii) any taxes paid by CTRL Collective to any governmental authority that are attributable to your use of the Services or Premises, including, without limitation, any gross receipts, rent and occupancy taxes, tangible personal property taxes, stamp tax or other documentary taxes and fees.
(c) You agree to pay the monthly fee via an Automated Clearing House (ACH) debit transaction, other preauthorized electronic fund transfer, or major credit card. You are responsible for paying any fees of your financial institution associated with the pre-authorized payment.
(d) CTRL Collective reserves the right to terminate the Membership Agreement and cease all Services in the event of a late payment, including any payment which is late due to insufficient funds. In the event that CTRL Collective does not exercise this right, you shall pay a late fee of 10% on all overdue balances. CTRL Collective’s waiver of its termination right for any late payment shall not be deemed a waiver of such right as to any future late payment. CTRL Collective reserves the right to withhold the Services, including barring your entry to the Premises while there are any outstanding fees and/or interest. You agree to waive any and all rights of set off as to the Member Fee.
(e) Upon your breach of this Membership Agreement, in addition to any other rights which CTRL Collective may have, any discounts which you have been granted will automatically terminate.
6. Nature of this Agreement. This Membership Agreement is intended by the parties to be analogous to an agreement for accommodation in a hotel. The whole of the Premises remains our property and in our possession and control. We are giving you the right to share with us the use of the Premises so that we can provide the Services to you. Notwithstanding anything in this Membership Agreement to the contrary, you and we agree that our relationship is not that of landlord-tenant or lessor-lessee and this Membership Agreement in no way shall be construed as to grant you or any Fellow Member any title, easement, lien, possession or related rights in our business, the Premises or anything contained in or on the Premises. This Membership Agreement creates no tenancy interest, leasehold estate, or other real property interest. The parties hereto shall each be independent contractors in the performance of their obligations under this Membership Agreement, and this Membership Agreement shall not be deemed to create a fiduciary or agency relationship, or partnership or joint venture, for any purpose. Neither party will in any way misrepresent our relationship.
7. CTRL Collective Required Disclosures. CTRL Collective reserves the right at all times to disclose any information about you and/or your participation in and use of the Services as CTRL Collective deems reasonably necessary to satisfy any applicable law, regulation, legal process or governmental request.
(a) You acknowledge and agree that during your participation in and use of the Services you may be exposed to nonpublic, confidential or proprietary information, including any information that you know or have reason to know should be treated as confidential (“Confidential Information”) about or proprietary to CTRL Collective or Fellow Members; and that CTRL Collective and Fellow Members may be exposed to or have access to your Confidential Information.
(b) You will (and will cause your Authorized Users to): (a) maintain all Confidential Information in strict confidence; (b), not disclose Confidential Information to any third parties; and (c) not use Confidential Information in any way directly or indirectly detrimental to CTRL Collective or any other member or any user of the Services.
(c) All Confidential Information remains the sole and exclusive property of the respective disclosing party. You acknowledge and agree that nothing in the Membership Agreement or your participation in or use of the Services, will be construed as granting any rights to you, by license or otherwise, in or to any Confidential Information or any patent, copyright or other intellectual property or proprietary rights of CTRL Collective or any member or any user of the Services. Notwithstanding the foregoing, you hereby waive any and all claims against CTRL Collective for any exposure or use of your Confidential Information.
(d) You agree that this Membership Agreement, and any documentation or correspondence related thereto (including in the context of any dispute) is Confidential Information.
9. Our Reserved Rights. CTRL Collective may enter the Premises at any time for any purpose. CTRL Collective may suspend or discontinue any portion of the Services for any reason at any time, however, CTRL Collective will attempt to notify its members verbally or electronically in advance of such suspension or discontinuance, except in the case of routine maintenance or emergency. CTRL Collective may modify or reduce the furnishings in the Premises at any time.
10. Waiver and Disclaimer of Warranties. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, CTRL COLLECTIVE PROVIDES THE SERVICES “AS IS” AND WITH ALL FAULTS, AND HEREBY DISCLAIMS WITH RESPECT TO THE SERVICES ALL WARRANTIES AND CONDITIONS, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND/OR LACK OF NEGLIGENCE. THE ENTIRE RISK AS TO THE QUALITY, OR ARISING OUT OF PARTICIPATION IN OR THE USE OF, THE SERVICES AND THE PREMISES, REMAINS WITH YOU AND YOU HEREBY WAIVE ALL RIGHTS OF RECOVERY FOR ANY LOSS RELATED TO YOUR ACCESS TO, PARTICIPATION IN OR USE OF THE SERVICES, INCLUDING IN THE CASE SUCH LOSSES ARE THE RESULT OF CTRL COLLECTIVE’S NEGLIGENCE.
11. Exclusion of Incidental, Consequential and Certain Other Damages. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL CTRL COLLECTIVE OR ITS SUBSIDIARIES (WHETHER OR NOT WHOLLY-OWNED), AFFILIATES, DIVISIONS, AND THEIR PAST, PRESENT AND FUTURE OFFICERS, DIRECTORS, SHAREHOLDERS, MANAGERS, MEMBERS, EMPLOYEES, AGENTS, REPRESENTATIVES, SUCCESSORS AND ASSIGNS (“CTRL AFFILIATES”), JOINTLY AND INDIVIDUALLY BE LIABLE FOR ANY DIRECT, SPECIAL, INCIDENTAL, INDIRECT, PUNITIVE, CONSEQUENTIAL OR OTHER DAMAGES WHATSOEVER ARISING OUT OF OR IN ANY WAY RELATED TO THE PARTICIPATION IN OR INABILITY TO PARTICIPATE IN OR USE THE SERVICES OR THE PREMISES, THE PROVISION OF OR FAILURE TO PROVIDE SERVICES, OR OTHERWISE UNDER OR IN CONNECTION WITH ANY PROVISION OF THIS MEMBERSHIP AGREEMENT, EVEN IN THE EVENT OF THE FAULT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, BREACH OF CONTRACT OR BREACH OF WARRANTY OF CTRL COLLECTIVE, AND EVEN IF CTRL COLLECTIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
12. Limitation of Liability and Remedies. THE ENTIRETY OF YOUR RIGHTS UNDER THIS MEMBERSHIP AGREEMENT ARE ENFORCEABLE ONLY AGAINST CTRL COLLECTIVE, AND YOU HEREBY WAIVE, TO THE MAXIMUM EXTENT PERMITTED BY LAW, ALL RIGHTS OF RECOVERY WHICH YOU MAY HAVE AGAINST ANY CTRL AFFILIATE. NOTWITHSTANDING ANY DAMAGES THAT YOU MIGHT INCUR FOR ANY REASON WHATSOEVER (INCLUDING, WITHOUT LIMITATION, ALL DAMAGES REFERENCED ABOVE AND ALL DIRECT OR GENERAL DAMAGES), THE ENTIRE LIABILITY OF CTRL COLLECTIVE OR CTRL AFFILIATES UNDER ANY PROVISION OF THIS MEMBERSHIP AGREEMENT AND YOUR EXCLUSIVE REMEDY FOR ALL OF THE FOREGOING SHALL BE LIMITED TO ACTUAL DAMAGES INCURRED BY YOU UP TO A MAXIMUM OF THE TOTAL FEES PAID BETWEEN THE DATE YOU STARTED USING THE SERVICES AND THE DATE ON WHICH THE CLAIM ARISES.
(a) CTRL Collective reserves the right to withhold or terminate any Services at any time, but not to terminate this Membership Agreement, for any reason, including for late payment as described in Section 4. Additionally, CTRL Collective may immediately terminate this Membership Agreement: (i) upon breach of this Membership Agreement by the Member; (ii) upon termination, expiration or material loss of our rights in the Premises; (ill) if any outstanding fees are late; (iv) if you fail to comply with the terms and conditions of the Membership Agreement or any other policies or instructions provided by us; or (v) at any other time, when we, in our reasonable discretion, see fit to do so.
(b) Upon termination of the Membership Agreement, you agree to immediately remove any and all of your personal property from the Premises. Any property left behind is forfeited and may be destroyed. You will remain liable after termination for past due amounts, and we may exercise our rights to collect due payment, despite termination or expiration of this Membership Agreement.
14. Non-Disparagement. You shall, during and after the participation in and use of the Services, refrain from making any statements or comments of a defamatory or disparaging nature to any third party regarding CTRL Collective, or any of CTRL Collective’s managers, members, officers, advisors, employees, personnel, agents, policies, services or products, other than to comply with a court order or applicable law.
15. Release and Indemnity. You release, and hereby agree to indemnify, defend and save harmless CTRL Collective and CTRL Affiliates, jointly and individually, from and against all claims, liabilities, losses, damages, costs, expenses (including, without limitation, reasonable attorneys’ and consultants’ fees and costs), judgments, fines and penalties based upon or arising out of your negligent actions, errors, omissions, willful misconduct and/or fraud in connection with the breach of this Membership Agreement by you or by your or your guests’ participation in or use of the Services. You further agree in the event that you bring a claim or lawsuit in violation of this Membership Agreement, you shall be liable for any attorneys’ fees and costs incurred by CTRL Collective and CTRL Affiliates in connection with the defense of such claim or lawsuit.
16. Media and Virtual Reality License. In connection with the Services, CTRL Collective may provide you access to filming and virtual reality equipment, including, but not limited to cameras, camera mounts, lighting equipment, and backdrops. You agree that you will (and will cause your Authorized Users to) use and operate the equipment only in a careful and proper manner, within the allotted room in the Premises, in compliance with all laws, ordinances, and regulations relating to the possession, use, or maintenance of the equipment, including registration and/or licensing requirements, if any. Any use of such equipment must be scheduled in advance with CTRL Collective. You represent and warrant that you will have obtained all rights, permission and licenses necessary for the production of any content using the equipment. You assume all risks of loss or damage to the equipment during your use of such equipment from any cause, and agree to return it to CTRL Collective in the condition received. All damage to the equipment must be paid for within 5 days of notice from CTRL Collective. CTRL Collective may automatically charge the costs of any damage to the licensee’s card on file. CTRL Collective shall have the option of requiring you to repair the equipment to a state of good working order, or replace the equipment with like equipment in good repair, which equipment shall become the property of CTRL Collective. The provisions of this Section 15 are in addition to, and do not replace, any additional indemnification obligations of Member hereunder.
17. Insurance. CTRL Collective carries liability and business personal property insurance. However, you are strongly encouraged to carry an insurance policy to cover your equipment and personal property while using the Premises. You waive any right of subrogation and right of recovery or cause of action for any damage or theft, destruction, or loss of property, or any injury including death to the extent the same is insured against under any insurance policy which you may have.
If CTRL Collective suspects you have violated the Internet Policy, CTRL Collective will investigate and may institute legal action, immediately deactivate Services to any account without prior notice to you, and cooperate with law enforcement authorities in bringing legal proceedings against violators, and you agree to reasonably cooperate with CTRL Collective in all such actions. You agree to indemnify CTRL Collective for any damages to the CTRL Collective infrastructure or business caused by your violation of the Internet Policy.
20. Mediation and Arbitration of Disputes. If a dispute arises between us that we cannot resolve between ourselves, the alternative dispute resolution process of this paragraph will apply. You and we shall maintain confidential the entry into, contents of or result of any alternative dispute resolution, unless required by law.
(a) Mandatory Mediation. You and we agree that any and all disputes, claims or controversies arising out of or relating to the Membership Agreement shall be submitted to JAMS, or its successor, for mediation, and if the matter is not resolved through mediation, then it shall be submitted to JAMS, or its successor, for final and binding arbitration pursuant to Section 20(b) below. If, for any dispute, claim or controversy to which this Section 20(a) applies, any party (i) commences an action without first attempting to resolve the matter through mediation before commencement of an action, refuses to mediate after a request has been made, then that party shall not be entitled to recover attorneys’ fees, even if they would otherwise be available to that party in any such action. We will cooperate with one another and with JAMS in selecting a mediator from the JAMS panel of neutrals and in scheduling the mediation proceedings. You and we agree to participate in the mediation in good faith and to share equally in its costs.
(b) Arbitration. Any dispute, claim or controversy arising out of or relating to this Membership Agreement or the breach, termination, enforcement, interpretation or validity hereof, including the determination of the scope or applicability of this Membership Agreement to arbitrate, shall be determined by arbitration in Los Angeles, California before one arbitrator who is (i) a retired judge from the Superior Court of California, County Los Angeles County; or (ii) an attorney with at least ten (10) years of active practice in relevant areas of law. The arbitration shall be administered by JAMS pursuant to its Comprehensive Arbitration Rules and Procedures and in accordance with the Expedited Procedures in those Rules. Judgment on the arbitration award (“Award”) may be entered in any court having jurisdiction. Nothing in this Section 20(b) shall preclude CTRL Collective from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction.
(c) No Class Actions. You may only resolve disputes with us on an individual basis, and may not bring a claim as a plaintiff or a class member in a class, consolidated, or representative action. You agree that you will not bring, participate in or instigate any class arbitration, class action, private attorney general action or consolidation with other arbitrations in connection with any matter arising out of or touching on this Membership Agreement, your membership in CTRL Collective, or your use of the Premises.
(a) Entire Agreement. The Membership Agreement constitutes the entire agreement between the parties pertaining to the subject matter contained herein and therein, and supersedes all prior and contemporaneous agreements, representations, and understandings of the parties pertaining to such subject matter.
(b) Severability. In the event that any provision or portion of the Membership Agreement is determined to be invalid, illegal or unenforceable for any reason, in whole or in part, the remaining provisions of the Membership Agreement shall be unaffected thereby and shall remain in full force and effect to the fullest extent permitted by applicable law.
(c) Waivers. No waiver of any provision of this Membership Agreement shall be binding on CTRL Collective unless executed in writing by an authorized representative of CTRL Collective.
(d) Successors and Assigns. The Membership Agreement shall be binding on your heirs, legal representatives, successors and assigns.
(e) Notice. All notices, requests, demands or other communications for which the Membership Agreement provides shall be in writing and shall be addressed at the following addresses: (1) if to CTRL Collective: DB COWORKING HOLDINGS CORP, 12575 Beatrice St., Los Angeles, California 90066, Attn: David Bren, CEO(2) If to you: at the address you provided in the Membership Agreement. All notices under the Membership Agreement shall be effective: (a) forty-eight (48) hours after deposit in the U.S. Mail, postage prepaid, registered or certified mail, return receipt requested; (b) upon delivery, if delivered in person to the address set forth above; or (c) upon delivery, if sent by commercial express service, such as Federal Express, except that notices of change of address shall be effective upon receipt.
(f) Attorneys’ Fees. If CTRL Collective shall bring any action for any relief against you arising out of the Membership Agreement, including arbitration pursuant to Paragraph 20 above, the non-prevailing party shall pay to the prevailing party a reasonable sum for attorneys’ and consultants’ fees and costs incurred in bringing such suit and/or enforcing any judgment granted therein, all of which shall be deemed to have accrued upon the commencement of such action and shall be paid whether or not such action is prosecuted to judgment.
(g) Survival. Sections 5, 10, 11, 12, 13, 15, 17, 19, 20 and all other provisions of this Agreement reasonably expected to survive the termination or expiration of this Agreement will do so.
(h) Governing Law. The rights and obligations hereunder shall be governed by, and the Membership Agreement shall be construed and enforced in accordance with, the laws of the State of California. Venue for the resolution of any dispute arising out of the Membership Agreement shall be Los Angeles County, California.
Community and Facility Rules
These Community and Facility Rules (“Community Rules”) form a part of and are incorporated into the Membership Agreement between you and CTRL Collective and describe the manner in which you must use of the services provided by CTRL Collective. If you have any questions about these Community Rules, please contact firstname.lastname@example.org. By using the Services, you are agreeing to abide by and be bound by these Community Rules.
I. Collaboration, Sharing and Mutual Respect. A major benefit of CTRL Collective membership is access to your fellow members. We absolutely encourage CTRL Collective members to make connections, collaborate on projects, share ideas, provide advice, and generally make great stuff happen. However, members may NOT spend a large part of their time at the Premises directly soliciting other members and this could result in cancellation of your membership were it to continue after you were cautioned. CTRL Collective is fundamentally a place to work. While we want our community to be open, fun, energizing, and collaborative, we also want it to be professional, and the interest thereof, all members, guests and other users of the Services must abide by the following rules and requirements:
1. Every person using CTRL Collective Services must be a paid member. Exceptions are limited to: (a) Day Pass holders; (b) non-members who may use CTRL Collective Services when they are meeting CTRL Collective members at the Premises for business-related meetings; and (c) non-member attendees of special events in the Premises. Members are accountable for the conduct of their guests. Members must immediately notify CTRL Collective of any additional usage of the Services beyond that designated in their current Membership Agreement. CTRL Collective reserves the right to refuse access to any persons, including Members, that CTRL Collective in good faith judges to be a threat to the safety, reputation, or property of the Premises and its occupants.
2. CTRL Collective key cards can be obtained only from CTRL Collective, at your cost, and are NOT transferable. You are not authorized to copy or to give or “loan” your key card to anyone else for any reason. CTRL Collective may cancel your membership if we discover that you have violated this rule. CTRL Collective may require deposits for such keycards, which deposits will not be held in an interest-bearing account.
3. Please keep the kitchen area clean. Please wash, dry, or place in the dishwasher your cups, glasses and dishes. Please take care of your guests’ items as well.
4. Please label and date all food and beverages you put in the refrigerator. CTRL Collective reserves the right to throw anything in the refrigerator away that should be thrown out, in our judgment.
5. If you drink the last cup of coffee, please make a new pot as a courtesy to others.
6. Discrimination toward and harassment of others are prohibited in the Premises. CTRL Collective has a zero-tolerance policy for any remarks or behavior that fails to respect the dignity and feelings of any individual in or from the Premises. We recommend that all employees of all CTRL Collective member companies take a class on the problem of workplace harassment.
7. You agree to keep your workspace clean and orderly and to remove all trash, packaging and boxes from your workspace or common space frequently.
8. Your membership in CTRL Collective affords you access to conference rooms and private phone booths. Please note the following regarding conference rooms and phone booths:
(a) CTRL Collective has a limited number of conference rooms and to ensure that rooms are always available members must book conference rooms prior to use using the scheduling software provided by CTRL Collective. There is no drop-in use of conference rooms. Phone booths are available on a first come first serve basis and have a limit of 30 min per use.
(b) You may not re-sell or donate your conference room time to any non-member or to groups having non-members.
(c) Please clean up after using a conference room. If you re-arrange the furniture in the conference room, please return it to the original set-up when you’re finished. Please erase the white boards after use.
9. If you want to hold an event at a CTRL Collective facility, please talk to the CTRL Collective staff to discuss scheduling, guest policy, insurance requirements, and fees if applicable.
10. With the exception of Nights & Weekends memberships, CTRL Collective is a 24/7 facility for members. Members are expected to be mindful of security at the Premises and of the safety of others at all times.
11. You are welcome to proudly display your company name on a single, removable sign as long as your signage does not damage walls in the Premises or CTRL Collective’s or others’ property. Your sign may be no larger than one square foot or the equivalent area.
12. You may not use the name of CTRL Collective, our phone number or email address, the name of the Building or any picture of the Building in connection with, or in promoting or advertising your business or any endorsement of or testimonial with respect to your business without the prior written consent of CTRL Collective. You may, however, use the address of the Building as the address of your business.
13. In the unlikely event that CTRL Collective waives any Community Rule as to you or any particular member, such waiver shall not constitute a waiver of any other rule or regulation or any subsequent application thereof to you or any other member.
II. Rules of the Premises. CTRL Collective leases its space from a landlord, and in order to ensure CTRL Collective’s continued compliance with its lease, members and guests must abide by the following rules and regulations regarding the Premises.
1. You may not place anything, or allow anything to be placed where it may, in CTRL Collective’s judgment, appear unsightly from the outside of the building in which the Premises are located (“Building”).
2. 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.
3. You agree to use the Premises so as not to necessitate any unnecessary janitorial labor or services and will throw all waste in appropriate receptacles.
4. You cannot cook in the Premises (excepting use of the coffee maker and microwave) and cannot sleep in or otherwise use the Premises for lodging.
5. CTRL Collective facilities are smoke, tobacco, and illegal substance free. You, your employees and invitees may not smoke, vape, chew tobacco or carry lighted cigars or cigarettes EXCEPT in areas reasonably designated by CTRL Collective and allowed by applicable law and government agencies as smoking areas.
6. You may not bring upon, use or keep in the Premises or the Building, any inflammable, combustible or explosive material, or use any method of heating or air conditioning other than that supplied by CTRL Collective.
7. Upon the termination of Services, you will deliver to CTRL Collective all keys, key cards, openers and passes for doors and gates which have been furnished to you.
8. You will (and will cause your Authorized Users to) use reasonable efforts to cause all doors and gates to the Premises that you have opened to be closed and securely locked before leaving the Building. You and the other members assume full responsibility for protecting the Premises from theft, robbery and pilferage, which includes keeping doors locked and other means of entry to the Premises closed and secured.
9. You will cooperate fully with CTRL Collective to assure the most effective operation of the heat and air conditioning system for the Premises, and will refrain from attempting to adjust any controls. You will (and will cause your Authorized Users to) keep corridor doors closed.
10. Except with the prior written consent of CTRL Collective, you will not sell or cause to be sold any items or services in the Premises, nor will you carry on or permit or allow any employee or person to carry on the business of machine copying, stenography, typewriting or similar business in or from the Premises for the service or accommodation of occupants of any portion of the Building without written consent of CTRL Collective.
11. You will (and will cause your Authorized Users to) not install in, affix to, or bring into the Premises any furniture, fixtures, or equipment. You will (and will cause your Authorized Users to) not place graffiti on or deface the walls, partitions or other surfaces of the Premises or the Building.
12. On Saturdays, Sundays, federally observed holidays and on other days during certain hours for which the Building may be closed after normal business hours, access to the Building or to halls, corridors, elevators, stairwells will be controlled by CTRL Collective through the use of a key card system. This system will verify any and all persons seeking access to the Building through the use of proper identification to determine if they have rights of access to the Premises. CTRL Collective will in no case be liable for damages wherein admission to the Building has not been granted during abnormal hours by reason of your failing to properly identify yourself through the use of a key card, or through the failure of the Building to be unlocked and open for access by you, your employees and general public. Nothing contained herein will obligate CTRL Collective to provide such key card system or to make CTRL Collective liable for any act or omission or failure of such system and the key cards which may be provided.
13. You will (and will cause your Authorized Users to) not change locks or install other locks on doors without the prior written consent of CTRL Collective.
14. You will (and will cause your Authorized Users to) not damage or inappropriately use any toilet rooms, plumbing or other utilities. You will give prompt notice to CTRL Collective of any accident or damage to or defects in electrical, plumbing, mechanical, telecom, heating, ventilation and air conditioning, or other systems or apparatus known to you so the same may be attended to properly.
15. As a courtesy to Members, CTRL Collective will accept packages on Member’s behalf that are delivered in Member’s absence to the Premises. Member hereby authorizes CTRL Collective’s representatives to accept on Member’s behalf any packages that are addressed to Member and delivered to the Business Office due to Member’s absence, and agrees to hold CTRL Collective and such representatives harmless for signing for receipt of such packages and for any loss of or damage to the packages.
16. You will not make or permit any noise or odors that annoy or interfere with other members or persons having business in the Premises. You will (and will cause your Authorized Users to) not bring anything in or around the Premises or Building that is excessively heavy or that causes excessive vibration in any part of the Building.
17. Neither you nor your Authorized Users will keep animals or birds in the Premises nor bring motorcycles, motor scooters, mopeds, bicycles, scooters, skateboards or other modes of transportation into areas not designated for them.
18. You will not employ any service or contractor for services or work to be performed in the Building, except as approved by CTRL Collective.
19. You, your employees and invitees may not go on the roof of the Building.
20. You will (and will cause your Authorized Users to) comply with all safety, fire protection and evacuation regulations established by CTRL Collective, the owner of the Building or any applicable government agencies.
III. Parking Rules. CTRL Collective may, in CTRL Collective’s sole discretion, provide you with access to parking at or near the Premises, which parking access may be revoked at any time. In the event that CTRL Collective provides you with parking at or near the Premises, you agree to abide by the following regulations:
1. Parking areas will be used only for parking by vehicles no longer than full size, passenger automobiles and for no other purpose. No storage of any items including but not limited to trucks, trailers, shipping/storage containers, boxes and pallets will be permitted in either the parking areas or the Common Areas of the project in which the Building is located.
2. You will not permit or allow any vehicles that belong to or are controlled by you or your employees, suppliers, clients, customers, visitors or invitees to be loaded, unloaded, or parked in areas other than those designated by CTRL Collective for such activities.
3. Parking stickers or identification devices will be the property of CTRL Collective and will be returned to CTRL Collective by the member upon termination of the member’s Membership Agreement or parking privileges. You will pay such replacement charge as is reasonably established by CTRL Collective for the loss of an identification device.
4. CTRL Collective reserves the right to relocate all or a part of parking spaces within the parking area of the Building.
5. Users of the parking area will obey all posted signs and park only in the areas designated for vehicle parking.
6. Unless otherwise instructed, every person using the parking area is required to park and lock his/her own vehicle. Neither CTRL Collective nor the owner of the Building will be responsible for any damage to vehicles, injury to persons or loss of property, all of which risks are assumed by the party using the parking area.
7. The maintenance, washing, waxing or cleaning of vehicles or other modes of transportation in the parking areas or Common Areas is prohibited.
8. You will be responsible for seeing that all of your Authorized Users, employees, agents and invitees comply with this Membership Agreement, and the applicable parking rules, regulations, laws and agreements.
9. The Building owner reserves the right to modify these rules and/or to adopt such other reasonable rules and regulations as it may from time to time deem necessary for the proper operation of the Building and/or the parking area. You agree to abide by all such existing, modified and new rules and regulations..
10. Such parking use as is herein provided is intended merely as a license only and no bailment is intended or will be created hereby.
Cobot is the web platform used by CTRL Collective - Playa Vista to provide this website.
1.1. Upstream-Agile GmbH, Adalbertstraße 7-8, 10999 Berlin, registered with the commercial register of the local court (Amtsgericht) of Charlottenburg under HRB 110149 B (“upstream”) provides an application to manage coworking spaces via its website www.cobot.me (the “Service” or “Services” or “Cobot”) as further specified on www.cobot.me (the “Website”).
1.2. All contractual relationships between upstream and any customer of upstream using Cobot (“Customer”, together with upstream the “Parties”, each a “Party”) shall be governed by these terms of service (“Terms of Service”). By registering on the Website or using Cobot, the Customer agrees to be bound by these Terms of Service.
1.3. Standard business conditions and/or general terms and conditions of the Customer do not apply, regardless of whether or not upstream has expressly objected to them in a particular case.
2.1. Any use of Cobot requires prior registration on the Website by creating an account (“Account”) and the acceptance of these Terms of Service. Customer must provide accurate and complete information and keep the Account information updated.
2.2. Customer is solely responsible for the activity that occurs on their Account. Customer shall keep their login data (password) confidential and prevent any unauthorized use by third parties. He shall immediately inform upstream if there are indications that any third party is misusing their account.
3.1. Offers published by upstream on the Website are non-binding.
3.2. The Customer may use Cobot for a trial run after registering. The Customer may only register for a trial run once. If a Customer registers for more than one trial run, upstream will have the right to delete these additional Accounts.
3.3. By registering on the Website according to section 2 hereof and subscribing to a subscription plan, the Customer makes a binding offer to use the respective Services. The offer shall be deemed to be accepted by upstream by making available the respective Service. Upon the acceptance of a subscription a contract governed by these Terms of Service between the Customer and upstream is concluded (the “Contract”).
4.1. The price for using Cobot depends on the number of members which are using the coworking space of the respective Customer (each a “Member”).
4.2. The Customer will be required to provide upstream with billing and account information for credit card, debit or other payment systems, such as PayPal, (each a “Payment Source”) for which the Customer is authorized to approve charges to allow upstream to collect payment from the Customer for their subscription plan. The Customer authorizes upstream to automatically and immediately bill the Payment Source when payments for subscription plans are due. The Customer shall only be allowed to raise an objection to a bill/deduction within eighty days starting from the day the deduction was made. If the objection was not raised, the deduction is deemed accepted by the Customer.
4.3. The billing of a subscription plan is made on a pre-paid basis. The payment source will be billed within five bank working days of the beginning of the chosen subscription period and then on a monthly or, as applicable, annual basis.
4.4. The prices stated on the Website are net prices excluding VAT. All other charges in connection with the use of the Services shall be borne by the Customer.
5.1. The Contract runs for an indefinite time and will remain in effect until terminated by one of the Parties in accordance with the Terms of Service.
5.2. The Parties may terminate this Contract for any or no reason at their convenience to the end of each month.
5.3. The Customer having used the trial run may unsubscribe from Cobot anytime without giving reason and without notice by using the respective button in their account.
5.4. The right of termination for cause and without notice remains unaffected for both Parties. A good cause for termination shall include, but shall not be limited to, any of the following events:
5.4.1. the Customer fails to comply with any applicable legal provisions;
5.4.2. a serious breach of the Customer of obligations arising from these Terms of Service by the Customer;
5.4.3. an attempt a denial of service attack on any of the Services by the Customer or any attempt to hack or break any security mechanism on any of the Services;
5.4.4. the Customer fails to pay the fees for the ordered Services;
5.4.5. a proceeding to wind-up the Customer or similar is brought against, or by the Customer (especially including insolvency and creditor protection scenarios and similar).
5.5. Any termination declaration shall be made via the “termination” button within the Account.
5.6. In the event of termination,
5.6.1. the Account of the Customer will be disabled and the Customer may not be granted access to their Account or any files or other content contained in the Account although residual copies of information may remain in upstream’s system;
5.6.2. any rights of use granted to Customer for using Cobot shall expire immediately and Customer shall cease to use the Services;
5.6.3. upstream will not refund any prepaid fees to Customer.
5.7. After a period of inactivity, whereby a user fails to log in to an Account for a period of nine months, upstream reserves the right to disable or terminate the Account. If an Account has been deactivated for inactivity, the subdomain associated with that Account may be given to another Customer without further notice.
6.1. Subject to these Terms of Service, and for the duration of the Contract, upstream grants the Customer a non-exclusive license to use the Services, which non-exclusive license is hereby accepted by Customer (the “License”). The License shall be granted as non-exclusive, non-assignable, non- transferable, with no right to sub-license, worldwide limited right to use the Services. Customer is responsible for its staff’s compliance with the Terms of Service.
6.2. The scope of the License shall be subject to and limited by the number of Members as agreed between upstream and the Customer.
6.3. upstream does not claim any ownership in any of the content uploaded, transmitted or stored by the Customer in its Account. upstream will not use any of such content for any purpose except to provide the Customer with the Services.
7.1. The Customer agrees that they are responsible for their own communications and for any consequences thereof. The Customer shall act according to the destined functions of the Website and Services. Any inappropriate or illegal use, manipulation, or change of the Website and Services is prohibited. In particular, the Customer shall, shall not agree to, and shall not authorize or encourage any third party to:
7.1.1. use the Service to upload, transmit or otherwise distribute any content that is unlawful, defamatory, harassing, abusive, fraudulent, obscene, contains malware or is otherwise objectionable as reasonably determined by upstream;
7.1.2. upload, transmit or otherwise distribute content that infringes upon another party’s intellectual property rights or other proprietary, contractual or fiduciary rights or obligations;
7.1.3. prevent others from using the Service; or
7.1.4. use the Service for any fraudulent or inappropriate purpose.
7.2. upstream reserves the right to delete any infringing content according to this section 7, terminate the Services and/or suspend Accounts of a Customer that is violating any of these Terms of Service, in particular this section 7.
The Customer represents and warrants that (i) all information provided by them to upstream to participate in the Services is correct and current; and (ii) the Customer has all necessary right, power and authority to enter into the Contract and to perform the acts required of Customer hereunder.
9.1. The Customer will indemnify, defend, and hold harmless upstream and its officers, directors, employees for any and all claims, suits, litigation, causes of action, losses, damages, expenses, costs (including court costs and attorneys’ fees) and liabilities (“Losses”) that arise out of, or in connection with (i) the Customer’s use of the Website and/or Services; (ii) any breach by the Customer of any warranty defined in section 8; (iii) any claim that the Customer’s content distributed via the Services caused damage to a third party.
9.2. In cases of an aforementioned enforcement of claims by third parties, the Customer will provide upstream with all their information that is needed for the examination of the claim and for the defense against it. The Customer provides the information immediately, truthfully, and completely.
9.3. The regulation of liability of the Customer or their obligation of indemnification shall apply to the same extent in the event of an act of a Member of the Customer.
10.1. upstream’s liability for damages caused by or related to the exercise of rights and obligations under this Agreement shall be excluded. The limitation of liability shall not cover
10.1.1. damage from injury to life, body or health caused by upstream;
10.1.2. damages caused by upstream that are a result of willful intent or gross negligence;
10.1.3. damages caused by upstream as a result of slight negligence in the event of upstream’s breach of an essential contractual obligation which is indispensable for the duly execution of the contract and thereby jeopardizes the achievement of the contract purpose and such damage is typically foreseeable at the time of the infringement;
10.1.4. upstream’s liability in the event of the assumption of a warranty if an obligation infringement covered thereby triggers upstream’s liability.
10.2. Liability under the Product Liability Act (Produkthaftungsgesetz) shall remain unaffected.
10.3. The limitations and/or restrictions of upstream’s liability shall also apply to the personal liability of its legal representatives and vicarious agents.
10.4. upstream will not be liable hereunder by reasons of any failure to timely perform its services due to an event beyond its reasonable control, including acts of God.
The Customer agrees that upstream may use information of the Customer provided by them (i.e. the name/trademark) for marketing purposes as reference on the Website. The Customer may withdraw such consent by writing an email to upstream to email@example.com.
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.