24/7 Access Plan Terms and Conditions

**1. Acceptance of Terms** The services Co//ab provides to you (“Member”) are subject to the following T&C (“T&C”). Co//ab reserves the right to update or alter the T&C at any time without notice to Member. The Co//ab membership application does not create a tenancy but a prepaid usage license to use the provided amenities on a monthly basis. Specific space within Co//ab is not assigned to a Member. Specific spaces are made available on as needed and space available basis. Access to and use of Collab’s facilities, services and amenities is subject to availability. All use of these facilities, services and amenities must be restricted to reasonable use and for the purpose intended. **2. Description of Services;** Relationship of Parties Co//ab may provide Member with access to desk space, Wi-Fi access, office equipment, coffee, conference space, knowledge resources, and other services (collectively, "Services"). The Services at all times are subject to the T&C. Section 14. Nothing contained in this Agreement shall create any partnership, joint venture or other relationship among the parties other than that of client-service provider. **3. No Unlawful or Prohibited Use** Member will not use the Services for any purpose that is unlawful or prohibited by the T&C. Member must comply with all legal requirements to obtain applicable business licenses and any required professional licenses. Member must provide copies of such licenses to Co//ab upon request. Member may not use the Services in any manner that could damage, disable, overburden, or impair any Co//ab property or interfere with any other party’s use and enjoyment of any Services. Member may not attempt to gain unauthorized access to any Services or accounts, computer systems or networks connected to Co//ab through hacking, password mining, or any other means. Member may not obtain or attempt to obtain any materials or information through any means not intentionally made available through the Services, nor may Member post or download files that Member knows or should know are illegal or that Member has no rights to have or access. Member hereby represents and warrants that Member has all requisite legal power and authority to enter into and abide by the T&C and no further authorization or approval is necessary. Member further represents and warrants that Member’s participation in or use of the Services will not conflict with or result in any breach of any license, contract, agreement or other instrument or obligation to which Member is a party. **4. Use of Services** Member agrees that, when participating in or using the Services, Member will not: * Use the Services in connection with contests, pyramid schemes, chain letters, junk email, spamming, spimming, or any duplicative or unsolicited messages (commercial or otherwise). * Defame, abuse, harass, stalk, threaten or otherwise violate the legal rights (such as rights of privacy and publicity) of others; * Publish, post, upload, distribute or disseminate any inappropriate, profane, defamatory, obscene, indecent, pornographic, or unlawful topic on or through Co//ab’s internet/Wi-Fi; * Upload, or otherwise make available, files that contain images, photographs, software or other material protected by intellectual property laws, including, by way of example, and not as a limitation, copyright, trademark laws (or by rights of privacy or publicity) unless Member owns or controls the rights thereto or have received all necessary consent to do the same; * Use any material or information, including images or photographs, which are made available through the Services in any manner that infringes any copyright, trademark, patent, trade secret, or other proprietary right of any party; * Upload files that contain viruses, trojan horses, Worms, time bombs, candlebots, corrupted files, or any other similar software or programs that may damage the operation of another computer or property of another Member, coworker, or staff; * Download any file that Member knows, or reasonably should know, cannot be legally reproduced, displayed, performed, and or/distributed in such manner; * Restrict or inhibit any other user from using and enjoying the Services; * Violate any code of conduct or other guidelines which may be applicable for any particular Service); * Collect information about other users, including email addresses, without the authorization or consent of the disclosing party; * Violate any applicable laws or regulations; or * Create a false identity for the purpose of misleading others. **5. Renewals and Terminations** This Agreement is automatically renewed via credit card at the end of each month or agreed upon period. The T&C must be adhered to at all times. Failure to follow the T&C can result in non-renewal or early termination of the usage license. Co//ab reserves the right to terminate any Service at any time, immediately and without notice to member, if Member fails to comply with the T&C. If the foregoing occurs happens, Co//ab will not refund any amounts paid for unused periods. Members may terminate this Agreement by giving a written notice of termination which notice will be effective as of the end of the calendar month in which such notice is made in writing to Co//ab, provided that such notice is given at least 15 days prior to the end of that calendar month. Should Member not provide notice of termination to Co//ab as set forth in the preceding sentence, then the Membership Period shall continue to the end of the following calendar month and the service fees for that calendar month will be payable. Co//ab reserves the right to deny or cancel memberships as it deems necessary for any reason whatsoever, and Member agrees to promptly remove any of Member’s property from the Co//ab facility upon notice of cancellation of membership. **6. Invoicing and Payment** The member’s monthly fee is automatically charged to Member’s credit card on file in Co//ab’s database system at the beginning of each month or agreed-upon period. By consenting to the T&C, Member authorizes Collab to access member’s credit card for automatic withdrawal on a monthly basis. In the event Member’s credit card is declined for any reason, Co//ab will charge a service of fee of $25. **7. Disclosure of information about Member** Member authorizes Co//ab to disclose Member’s participation in and use of the Services as Co//ab deems necessary to satisfy any applicable law, regulation, legal process or governmental request, or to edit, refuse to post or to remove any information or materials over which Co//ab has control, in whole or in part in Co//ab’s sole discretion. **8. Confidentiality** Member acknowledges and agrees that, during Member’s participation in and use of the Services, Member may be exposed to Confidential Information. "Confidential Information" means all information, in whole or in part, that is disclosed by Co//ab or any participant using the Services or any employee affiliate, or agent thereof, that is non-public, confidential or proprietary in nature. Confidential information also includes, without limitation, information about business, sales, designs, inventions, operations, knowhow, trade secrets, business affairs, any knowledge gained through examination or observation of or access to the facilities, computer systems and/or books and records of Co//ab, any analyses, compilations, studies or other documents prepared by Co//ab or otherwise derived in any manner from the Confidential Information that Member is obliged to keep confidential or know or has reason to know should be treated as confidential. Member’s participation in and/or use of the Services obligates Member to: * maintain all Confidential Information in strict confidence; * not disclose Confidential Information to any third parties; * not use the Confidential Information in any way directly or indirectly determined to be associated with Co//ab or any participant or user of the Services. All confidential information remains the sole and exclusive property of Co//ab or the respective disclosing party. Member acknowledges and agrees that nothing in the T&C or Member’s participation or use of the Services will be construed as granting any rights to Member, by license or otherwise, in or to any Confidential Information or any patent, copyright or other intellectual property proprietary rights of Co//ab or any participant or user of the Services. Member may not, without the prior written consent of Co//ab, use the Co//ab name in any advertising, brochures, or promotional materials. All of the foregoing applies, without limitation, to social media posts and disclosures. **9. Participation in or Use of Services; Authorization** Member acknowledges that Member is participating in or using the Services at Member’s own free will and decision. Member acknowledges that Co//ab does not have any liability with respect to Member’s access, participation in, use of the Services, or any loss of information resulting from such participation or use. Member represents and warrants that Member has all requisite legal power and authority to enter into and abide by the T&C and no further authorization or approval is necessary. Member further represents and warrants that Member’s participation or use of the Services will not conflict with or result in any breach of any license, contract, agreement, or other instrument or obligation to which you are a party **10. Disclaimer of Warranties** To the maximum extent permitted by applicable law, Co//ab 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, lack of viruses, accuracy or completeness of responses, results, workmanlike effort and lack of negligence. There is no warranty, duty or condition of title, quiet enjoyment, quiet possession, correspondence to description or non-infringement. The entire risk as to the quality of the Services, or arising out of participation in or the use of the Services, remains with Member. **11. Exclusion of Damages** To the maximum extent permitted by applicable law, in no event shall Co//ab or its subsidiaries (whether or not wholly-owned), affiliates, divisions, business units, and their past, present and future officers, agents, shareholders, members, representatives, employees, successors and assigns, or parent entities jointly and individually be liable for any direct, special, incidental, indirect, punitive, consequential or other damages whatsoever (including, but not limited to damages for: loss of profits, loss of confidential or other information, business interruption, personal injury, loss of privacy, failure to meet any duty (including of good faith or of reasonable care, negligence, and any other pecuniary or other loss whatsoever) arising out of or in any way related to the participation in or inability to participate in or use of the services, the provision of or failure to provide services, or otherwise under or in connection with any provision of this agreement, even in the event of the fault, tort (including negligence), strict liability, breach of contract or breach of warranty of Co//ab, and even if Co//ab has been advised of the possibility of such damages. **12. Limitation of Liability** Notwithstanding any damages that Member might incur for any reason whatsoever (including, without limitation, all damages referenced above and all direct or general damages), neither Co//ab nor its subsidiaries (whether or not wholly-owned), affiliates, divisions, and their past, present and future officers, agents, shareholders, members, representatives, employees, interns, volunteers, successors and assigns, its parent entities under any provision of the T&C be liable to Member for any reason, and Member hereby waives any such liability. The foregoing limitations, exclusions and disclaimers, including the previous sections) shall apply to the maximum extent permitted by applicable law, even if any remedy fails its essential purpose. **13. Non-Disparagement** Member 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 Co//ab, or any of Co//ab officers, directors, employees, interns, volunteers, personnel, agents, policies, services or products, other than to comply with law. All of the foregoing applies, without limitation, to social media posts and disclosures. **14. Indemnification** Member releases, and hereby agrees to indemnify, defend and save harmless Co//ab and Co//ab’s parent entities, subsidiaries (whether or not wholly-owned), affiliates, divisions, business units, and their past, present and future officers, agents, shareholders, members, representatives, employees, interns, volunteers, successors and assigns, jointly and individually, from and against all claims, liabilities, losses, damages, costs, expenses, judgments, fines and penalties based upon or arising out of Member’s negligent actions, errors and omissions, willful misconduct and fraud in connection with the participation in or use of the Services. Member further agrees in the event that Member brings a claim or lawsuit in violation of this agreement, Member shall be liable for any attorney fees and costs incurred by Co//ab or its respective officers and agents in connection with the defense of such claim or lawsuit. In the event this clause is triggered, Member forfeits the right to enter into any Co//ab facility or access to the Services indefinitely. **15. Warranty.** Member specifically recognizes and acknowledges that any business venture to be undertaken by Member depends upon the ability of Member as an independent businessperson, as well as other factors, such as market and economic conditions, beyond the control of Co//ab and Member. Member acknowledges success or failure of Member’s business enterprise will be dependent upon the business acumen and diligence of Member. Member specifically recognizes and stipulates that success or failure of Member’s business will not depend on the performance of Member or its affiliates under the T&C, and Co//ab makes no representation or warranty whatsoever as to the success of Member’s business. **16. Severability** In the event that any provision or portion of the T&C is determined to be invalid, illegal or unenforceable for any reason, in whole or in part, the remaining provisions of the T&C shall be unaffected thereby and shall remain in full force and effect to the fullest extent permitted by applicable law. **17. Insurance** Co//ab strongly suggests that Member obtain a renter’s insurance policy to protect Member’s equipment while using Co//ab space. Co//ab is not responsible or in any way to be held liable for the loss or damage of any of Member’s personal property while located at Co//ab. **18. Internet Policy** Usage of the internet and WiFi services provided by Co//ab signifies your acceptance of North State’s Universal Terms and Conditions, Acceptable Use Policy and Network Management Policy. These Terms and Conditions are available online for your review at http://northstate.net/terms-and-conditions#network-management-policy. To the extent that wired and/or wireless access to the internet is provided as part of the Services, service interruptions, if such occur, will be handled as promptly as possible. Co//ab is not responsible for any data, business or other losses as a result of such interruptions. Member is responsible to protect Member’s computer and data from electrical surges, theft, virus or other malicious attack. Co//ab is not responsible for any security breach of Member’s computer or data. Member agrees not to resell any aspect of the Services, whether for profit or otherwise, share Member’s IP address or ISP Internet connection with anyone, or to authorize any other individual or entity to use the Services. Member agrees that sharing the Services with another party breaches the T&C and may constitute fraud or theft, for which Co//ab reserves all rights and remedies. Member has no proprietary ownership rights to a specific IP or other address, log-in name, or password that Member’s use on Co//ab’s network. Co//ab may change Member’s address, log-in name, or password at any time. **19. Conference Rooms and Classrooms** Members whose membership provides for conference room or classroom time must schedule the use of a conference room in advance. Other Members may schedule use of the conference rooms or classroom for an additional fee. Only business related activities are permitted in the conference room and the classroom. Unused monthly allowance of conference space or classroom space cannot be accrued or transferred. “No-Shows” will be charged for the full time the room was reserved. Reservations can be cancelled up to 4 hours in advance without incurring “no-show” charges. **20. Facilities** Member shall not alter the Co//ab premises in any way without the prior written approval of Co//ab. **21. Likeness Release** Member consents to and authorizes the use by Co//ab of Member’s image and likeness in any photographs, video, or sound reproduction taken by Co//ab. Co//ab has the right to publish, exhibit, broadcast, transmit, reproduce, edit, modify, make derivative works of, distribute, display and otherwise use Member’s image or likeness on and in connection with any of Co//ab’s marketing, advertising or promotional materials of any kind, including but not limited to use on websites and/or Facebook pages, books, or DVD’s. Co//ab may exercise any of these rights without further permission from or consideration to Member, Member’s heirs, successors, or assigns. **22. Notices** All notices, requests, and other communications hereunder may be by electronic transfer if confirmed in writing, and shall be deemed to have been duly given by the parties if addressed and delivered by email, hand or facsimile. **23. Assignment** This Agreement is binding upon and inures to the benefit of the successors and assigns of each of the parties hereto. Notwithstanding the foregoing, Member may not assign this Agreement. **24. Waivers** No waiver of any breach of any provision of this Agreement shall constitute a waiver of a prior, concurrent or subsequent breach of the same or of any other provision hereof, and no waiver will be effective unless made in writing. **25. Entire Agreement** Governing Law The T&C represent the entire agreement between the Member and Co//ab. If for any reason any provision of the T&C is held to be invalid or unenforceable to any extent, then, to the extent that such provision is valid and enforceable, a court of competent jurisdiction shall construe and interpret the T&C to provide for maximum validity and enforceability of such provision, and such ruling will not affect the validity and enforceability of the remaining T&C. In the event of any default by Member as to any duty, warranty, or undertaking owed to Co//ab, Member shall pay, in addition to such other sums as may be due under the T&C, all costs and expenses incurred by Co//ab, including, but not limited to, the attorney’s fees of Co//ab. The laws of the State of North Carolina govern the validity of the T&C, the construction of the T&C, the interpretation of the rights and duties of the parties, the enforcement of the T&C, and all other matters relating to the T&C. The representations, warranties, and covenants made pursuant to and contained in the T&C survive the execution and delivery of the T&C and the consummation of the transactions contemplated in the T&C. 4825-6035-7920, v. 3

Cobot Terms and Conditions

Cobot is the web platform used by Co//ab to provide this website.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

back