Office 3 Terms and Conditions

Summary

The Office, located at 555 Poplar Street, Macon, Georgia, is a shared workspace created by NewTown Macon, Inc. (“NewTown”) to provide low-cost, full-service space for nascent business concerns to establish their first professional office space in downtown Macon, Georgia (“The Office”). The Office is managed by Johnson Lofts Operating, LLC (the “Manager”). Members of The Office (collectively, “Members” or individually, “Member”) are provided with access to professionally-designed, modern office space located next door to NewTown’s headquarters. Inside The Office, there are flexible workstations, including desks, a coffee bar at the storefront, conference rooms, a telephone booth for private phone calls, high-speed, wireless Internet, and four (4) private locking offices. During NewTown’s regular office hours, Members will also have access to select shared amenities with NewTown as further described herein.

Membership Rules

The following Membership Rules (the “Rules”) are applicable to each Member during the term that his membership is active and in good-standing, unless otherwise provided:

1. Fees- Each Member must pay his or her membership fee and usage and overage charges as you are obligated to do so under this Agreement. A Member must pay his or her first (1st) month’s membership fee at the time of the acceptance of their Application by the Manager and on the first (1st) of each month thereafter.

2. Deposit- Each Member must pay a deposit equal to the amount of his or her membership fee. If a Member provides the required thirty (30) day notice of membership termination the deposit shall be returned to the Member.

3. Underwriting- The Manager may require applicants to submit to credit and/or background checks. If requested, the applicant will submit and pay for the cost of such checks by a vendor suitable to The Manager. The Manager may also require an in-person interview prior to accepting an applicant to The Office and reserves the right to refuse membership based on any and all of this underwriting material at its sole discretion.

4. Term- If a Member selects a Basic Membership, then the term of his or her Basic Membership will be for three (3) months from the effective date of this Agreement (indicated by a dated signature by a representative of the Manager below or Manager’s acceptance of an online application), renewing automatically each month unless sooner terminated as provided herein. Alternatively, if a Member chooses the Private Office Membership, then the term of his or her Private Office Membership will be for six (6) months from the effective date of this Agreement (indicated by a dated signature by a representative of the Manager below or Manager’s acceptance of an online application), renewing automatically for six (6) months unless sooner terminated as provided herein.

5. Access- Each Member will be provided with a key or code to access to the collaborative workspace, known as The Office, located at 555 Poplar Street, Macon, Georgia, twenty-four (24) hours per day, seven (7) days per week, subject to closures for repairs, maintenance, special events or any other closures determined necessary by the Manager or NewTown.

6. Inclusions- Members will be provided with temperature-controlled, first-come, first-served workspaces as detailed on Exhibit “A” attached hereto and incorporated herein, including high-speed, wireless Internet access.

7. Professional Offices- The Office is a professional office and is to be used solely for professional business purposes and activities and not for any personal purposes or activities. Members shall not conduct any activities in The Office that do not belong in a professional business office. No Member may undertake any personal activities while at The Office, including but not limited to, personal grooming, sleeping, or cooking.

8. Courtesy- Co-working requires a special commitment to kindness, thoughtfulness, and courtesy. Members shall be courteous and kind at all times to their fellow Members, guests, the Manager, NewTown, and their respective officers, directors, members, employees, staff, and agents. To help ensure a positive working environment, the Manager has the discretion to determine whether a Member’s behavior is discourteous and such behavior to the offending Member’s attention.

9. Cooperation- One of the biggest advantages to co-working is leveraging the strengths of other Members. Each Member shall do his part to create a positive, productive, and pleasant environment for everyone else at The Office, and will share his advice and expertise when solicited to help his fellow Members. Likewise, each Member must be open to help and assistance from other Members when such help and assistance is requested.

10. Citizenship- Each Member will exercise stewardship while at The Office and will avoid unnecessary waste, recycle used items, and conserve energy by turning off lights and leaving the thermostat to run automatically.

11. Truthfulness- The Office will operate on the honor system for some amenities. Each Member agrees to track and truthfully report the materials he uses while at The Office. It is vital that all Members be honest about the materials they use so that these amenities can continue to be offered as part of the membership.

12. Financial Accountability- If a Member’s automated payment fails to process, the Manager will promptly notify that Member to make the payment by alternate means, and such payment must be made by the Member within ten (10) days of the notification. Repeated failures of automatic payments will result in termination of a Member’s membership.

13. Accountability- Each Member shall be accountable for his actions while at The Office as well as for the actions of any and all guests that he invites to The Office. If a Member or one of his guests causes harm or damage to The Office, its Members, or the personal property of its Members, the responsible Member must promptly report the harm or damage to the Manager, volunteer information about the harm or damage, and pay for any and all expenses to remedy the harm or damage.

14. Professionalism- The Members are prohibited from conducting any unsavory business practices. For example, the Members must refrain from engaging in any of the following activities or practices:

a. Pyramid schemes, chain letters, junk mail/email, spamming;

b. Defaming, abusing, harassing or threatening others;

c. Interrupting other Members who are working or using private offices or conference facilities;

d. Aggressively promoting the Member’s business to other Members or their guests;

e. Depriving their fellow Members of opportunities for their ventures, including but not limited to, stealing information, leads, clients or infringing on intellectual property; and,

f. Viewing, posting, distributing or promoting inappropriate, profane, indecent, defamatory, or pornographic materials or information.

15. Privacy- By its very definition, a shared workspace does not provide complete privacy. Instead, the Members must practice elective privacy. It is up to each Member to secure his own privacy and that of his customers, vendors, and guests. Furthermore, each Member agrees to keep whatever information he inadvertently obtains from his fellow Members private, and never to share, reproduce, or use information that belongs to others, even verbally, or exploit overheard information for gain or to the detriment of another Member. The provision shall survive the termination of a Member’s membership in The Office.

16. Noise- Each Member must keep ambient noise to a minimum. For example, each Member must use headphones for any music and never play amplified music or use speakerphone for telephone calls. Further, each Member must use his private office (if applicable) or the telephone booth for any and all telephone calls when possible.

17. Pets- No Member may bring pets to The Office.

18. Squatting- No Member may leave his materials at a workspace unattended for more than one (1) hour at a time. Further, no Member may occupy more workspace than is absolutely necessary so that other Members may use the workspace.

19. Conference Rooms- Conference room space is available by reservation only. To make reservations for conference room space, Members must sign up using the online management software system provided by the Manager or contact the Manager at theoffice@newtownmacon.com or 478-722-9909, or another individual designated by the Manager, at least forty-eight (48) hours in advance of the desired reservation time. Reservations for conference room space are taken only on a first-come, first-served basis. Members shall not re-sell, donate, or transfer their conference room allowance to anyone else, including other Members. By the conclusion of the reservation time, the Member must clean up any conference room space he used and return the furniture to its original location.

20. Insurance- The Manager and NewTown do not provide any insurance coverage for any materials that Members bring into or leave at The Office. The Manager and NewTown, and their respective directors, officers, members, employees, staff, agents, successors, and assigns, shall be held harmless from all liability for theft, loss, or damage to any materials that Members bring into or leave at The Office. Members are advised to obtain appropriate insurance coverage to adequately cover their personal possessions and liabilities.

21. Safety- Members must keep The Office clean and safe. All Members must refrain from doing anything that endangers himself or anyone else at The Office. As such, Members are to refrain from bringing or using any flammable, corrosive, explosive, unstable, or otherwise hazardous materials into or around The Office. The Office is a non-smoking environment inside the building and within twenty (20) feet of the exterior entrances of the building. Members must practice good hygiene and keep themselves and their work areas clean and sanitary. Additionally, Members must leave any area and any business equipment they use clean and neat. If a Member sees anything that needs repair or presents a safety hazard to the Members, the Member must immediately report this to the Manager.

22. Cleanliness- Members must immediately wash any dishes they use while at The Office. Further, any items that a Member places in the refrigerator must be clearly marked with his name and the date. Items may not be refrigerated overnight, and any items left in the refrigerator after 5:00 p.m. will be thrown out daily.

23. Food and drink- The Office is not licensed in any way to serve food or beverages. If a Member consumes any food or beverages at The Office, he does so at his own discretion and risk. The Manager and NewTown, and their respective directors, officers, members, employees, staff, agents, successors, and assigns, shall have no liability for illness or accidents.

24. Bicycles- The Office has two shared bicycles, primarily for the use of NewTown’s Staff. Members of The Office may use the shared bicycles at your own risk. The Manager and NewTown, and their respective directors, officers, members, employees, staff, agents, successors, and assigns make no warranties or guarantees regarding the safety or maintenance of the shared bicycles. You should carefully inspect bicycles prior to use, and report any safety issues to the Manager immediately and refrain from using the bicycles until they meet your personal standards for safety. You may use the bicycles for trips up to two hours duration. When you are done, return the bicycle to one of the shared bicycle racks in the hallway nearest the front door to the office. When you use the bicycles, you must use the attached lock. You will be responsible for the bicycle while you are using it and your membership will be charged for the cost of repair or replacement (at the Manager’s discretion) if the bicycle is lost, stolen or damaged. Two private bicycle racks are also provided for your use in the hallway farthest from the front door of The Office. These racks are first-come, first-serve and private bicycles may not be left overnight. The Manager, The Office and NewTown are not responsible for the safety of your bicycle. If you choose to park your bicycle at The Office, you do so at your own risk.

25. Legal- No Member may use The Office for any purpose that is unlawful, illegal, prohibited by federal, state, or local law, statute, regulation or ordinance, or otherwise undesired, including but not limited to, any form of anti-social behavior. No Member may damage, disable, or impair the work or property of the other Members. Further, no Member may attempt to access or access any properties or systems that do not belong to him.

26. Termination- A Member’s membership in the Office may be terminated prior to the expiration of the term discussed in Section 2 above as follows:

a. Termination of Private Office Membership by Member. A Member may terminate his Private Office Membership by giving thirty (30) days’ written notice to the Manager; provided, however that the Member will be responsible for all membership and overage charges through the conclusion of the membership period.

b. Termination by the Office. If a Member violates the Rules of The Office, in the Manager’s sole and complete determination, then the Manager may terminate that Member’s membership without prior notice and without a refund of prepaid membership fees.

c. Graduation. The Office prioritizes helping companies get a strong start, not serving as a long-term office space for established businesses. As such, each Member must voluntarily vacate his membership at The Office once his company has (a) at least three (3) full-time-equivalent employees or (b) gross sales totaling over Five Hundred Thousand and 00/100 Dollars ($500,000.00), whichever occurs first.

27. Not a lease- Membership in The Office is a service providing use of space and is not a lease of real property.

28. Disclaimers- The Manager and NewTown disclaim all warranties and conditions, whether express, implied, or statutory, including by not limited to merchantability or fitness for a particular purpose or use. The entire risk of the quality of a Member’s participation in or use of The Office remains with the Member.

29. Disclosure- The Manager and/or NewTown may disclose information about the Members and/or their participation in The Office as the Manager and/or NewTown deem necessary to satisfy any applicable law, regulation, legal process, or governmental entity’s request. Further, the Manager and/or NewTown may publish, in its sole discretion, information about the Members and/or their businesses, including but not limited to their names, company names, industries, titles and URL’s. The Manager and/or NewTown has the right to take photographs at The Office in which the Members and/or their property are featured and to use these photographs at the Manager’s and/or NewTown’s sole discretion.

30. Indemnity- Each Member shall release, and hereby agrees to indemnify, defend and save harmless, the Manager and NewTown, and their past, present and future directors, officers, members, employees, staff, agents, representatives, successors and assigns, jointly and severally, from and against any and all claims, liabilities, losses, damages, costs, expenses, judgments, fines and penalties based upon or arising out of the Member’s participation in or use of The Office. In the event that a Member brings a frivolous claim or lawsuit in violation of this Agreement, the Member shall be liable for any attorneys’ fees and costs incurred by the Manager and NewTown, and their respective directors, officers, members, employees, staff and agents, successors, and assigns in connection with the defense of such claim or lawsuit.

31. Contact- All formal contact with the Manager regarding The Office will be made to the Manager at theoffice@newtownmacon.com or c/o NewTown Macon, Inc. 555 Poplar Street, Macon, Georgia 31201, or as otherwise directed by the Manager.

32. Interpretation and Enforcement- The Manager has the ultimate right to interpret and enforce these Rules, and the Members agree to be bound by any consequence established by the Manager for violating these Rules.

33. Changes- The Manager reserve the right to make changes to any and all Rules at any time. If possible, the Manager will allow a preview period before changes to the Rules go into effect, but the Manager reserves the right to change any and all Rules without such notice.

Authority- By signing this Agreement, you represent that you have the authority to do so and are not violating any agreement you have with another party. You also agree that membership in The Office does not empower you to make binding representations or agreements on behalf of The Office, the Manager, or NewTown, or their directors, officers, members, employees, staff, agents, successors, or assigns. 

Cobot Terms and Conditions

Cobot is the web platform used by The Office 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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