Medici Membership Terms and Conditions

  1. TERMS AND CONDITIONS

1.1 CoWorking Services as provided in this agreement, Medici MediaSpace will provide each Member with the following co-working services (“Services”):

(a) Access to the Center and community spaces specified on the first page of this agreement

(b) Access to and use of the shared Internet connection

(c) Regular maintenance of the Center and weekly cleaning service

(d) Subject to availability and to our Core Values, use of the conference rooms during regular business hours on regular business days

(e) Acceptance of mail and deliveries on behalf of Member during regular business hours on our regular business days

(f) Opportunity to participate in Member-only events, benefits and promotions

(g) The additional Services described on Schedule B, which Services vary depending on the type of Membership

1.2 Core Values. All Members must abide by the Core Values, which are attached to this agreement as Schedule A and which may be revised from time to time.

1.3 Business Hours/Days are generally from 9:00 a.m. to 5:00 p.m. with the exception of days prior to U.S. federal holidays, when our regular business hours end at approximately 2:00 p.m. “Regular business days” are all weekdays, except U.S. federal holidays and up to five other days of which Medici MediaSpace will inform you.

  1. FEES

2.1 Enrollment Fee. Upon signing this agreement, Member will pay the nonrefundable enrollment fee in the amount indicated on Schedule B for such Member.

2.2 Security Deposit. Upon signing this agreement, Member will provide Medici MediaSpace a security deposit in the amount indicated on Schedule B for such Member. In the event Member owes Medici MediaSpace other fees, Member may not rely on deducting them from the security deposit, but must pay them separately. The security deposit will be returned to Member no later than thirty (30) days following the termination of this agreement, subject to the complete satisfaction of Member’s obligations under this agreement.

2.3 Membership Fee. Member’s monthly membership fee is in the amount indicated on Schedule B for such Member. The membership fee covers memberships for only the number of users indicated on the first page of this agreement; additional users will result in an additional user fee per month in the amount indicated on Schedule B.

2.4 Form of Payment; Late Charges. Medici MediaSpace accepts payment by check, Pay Pal or credit card. If payment for the monthly membership fee or any other accrued and outstanding fee is not made by ten days after the due date, Member will be responsible to pay a late charge in the amount indicated on Schedule B. If a check is returned, Member will be responsible for the late charge as well as a returned check fee of $25.

2.5 Storage and Parking Fees. Storage space may be purchased separately from Medici MediaSpace; No Member or guest belongings should be kept in the Center’s common areas. Parking spaces are limited and first-come, first-serve. Additional parking is available in the rear at the risk of each Member or guest.

2.6 Changes to Fees. The membership fees are subject to change during the term of this agreement, and Medici MediaSpace will notify Member at least thirty (30) days prior to membership fee increases. Other fees are subject to change from time to time, and Medici MediaSpace will notify Member at least thirty days prior to such changes.

2.7 Unpaid Fees; Violation. Medici MediaSpace may withhold Services or terminate this agreement if any outstanding fees are due or if Member violates the terms and conditions of this agreement.

  1. TERM OF AGREEMENT AND TERMINATION

3.1 Term. This agreement will be effective when signed by both Member and Medici MediaSpace and when Member has paid the enrollment fee and security deposit. Each membership will begin on the Start Date specified on the first page of this agreement. Each membership will terminate upon the earlier of the termination of the agreement or Medici MediaSpace’s notification to Member that he, she or it has violated this agreement.

3.2 Termination by Member. Member may terminate this agreement at any time.

3.3 Termination by Medici MediaSpace. Medici MediaSpace may immediately terminate this agreement: (a) upon breach of this agreement by Member; (b) upon termination of Medici MediaSpace’s rights to operate the Center; or (c) at any other time, when Medici MediaSpace, in its reasonable discretion, sees fit to do so. Member will remain liable for past due amounts and Medici MediaSpace may exercise its rights to collect due payment despite termination of this agreement.

3.4 Removal of Property upon Termination. Prior to the termination of this agreement, Member will remove all of the Member’s (and its guests') property from the Center. After providing Member with reasonable notice, Medici MediaSpace will be entitled to dispose of any property remaining in the Center after the termination of this agreement without any obligation to store such property, and Member waives any claims or demands regarding such property or Medici MediaSpace’s handling of such property. Member will be responsible to pay any fees reasonably incurred by Medici MediaSpace regarding such removal. Following the termination of this agreement, Medici MediaSpace will not forward or hold mail or other packages delivered to the Center.

  1. ADDITIONAL AGREEMENTS

4.1 Identity and Background Checks. A copy of a photo ID is required for each Member’s user to obtain access to the Center. Medici MediaSpace reserves the right to perform a background check on any prospective or existing Member or user and decline or terminate any membership based on the results of such check.

4.2 Access Rights. Medici MediaSpace is entitled to access Member’s office space, with or without notice, for maintenance, safety or emergency purposes. During these times, Medici MediaSpace may temporarily move furniture contained in the office space. Medici MediaSpace reserves the right to move or alter Member’s office space.

4.3 Provision of Services. Medici MediaSpace may modify or reduce the list of Services at any time with prior notice. The Services may be provided by Medici MediaSpace or a third party.

4.4 Limitation of Liability. The aggregate monetary liability of either party under this agreement will not exceed the total fees paid by Member to Medici MediaSpace under this agreement. Medici MediaSpace and its members, assignees, officers and directors (“Medici MediaSpace Affiliates”) will not be liable under any cause of action, for any indirect, special, incidental, consequential or punitive damages, including loss of profits or business interruption. To the extent permitted by law, Member, on behalf of its officers, directors, employees, agents, and invitees, waives any and all claims and rights against any Medici MediaSpace Affiliate resulting from injury or damage to, or destruction, theft, or loss of property or person. Member may not commence any action, or proceeding against any Medici MediaSpace Affiliate, whether in contract, tort, or otherwise, unless the action, suit, or proceeding is commenced within one year of the cause of action's accrual.

4.5 Indemnification. Member will indemnify the Medici MediaSpace Affiliates from and against any and all claims, liabilities, and expenses including reasonable attorneys' fees, resulting from any breach of this agreement by Member or its guests or any of their pets, or their actions or omissions. If any such claim, action, or proceeding is brought against any Medici MediaSpace Affiliate, Member will at its expense, upon written notice from Medici MediaSpace, defend such action or proceeding by counsel approved by Medici MediaSpace. Member is responsible for the actions of and all damages caused by all persons and pets that Member or its guests invite to enter the building.

4.6 Disclosure and Surveillance of Center. Medici MediaSpace may disclose information about Member as necessary to satisfy any applicable law, regulation, legal process or government request. For security reasons, Medici MediaSpace may regularly record via video certain areas in the Center.

  1. MISCELLANEOUS

5.1 Nature of the Agreement. Member and Medici MediaSpace agree that the relationship of Member and Medici MediaSpace is not that of landlord-tenant or lessor-lessee. This agreement creates no tenancy interest, leasehold estate or other real property interest. This agreement shall not be deemed to create a fiduciary or agency relationship, or partnership or joint venture. In no event shall Member or its users be deemed to be agents, representatives or employees of Medici MediaSpace, or vice versa.

5.2 Updates to the Agreement. Medici MediaSpace may from time to time update this agreement and will provide notice to Member of these updates. Member will be deemed to have accepted the new terms of the agreement following the completion of one (1) full calendar month after the date of notice of the update(s). Continued use of the Center or Services beyond one month will constitute acceptance of the new terms.

5.3 Waivers.

(a) Both parties hereby irrevocably waive any right to a jury trial of any such claim or cause of action.

(b) Any proceeding to resolve or litigate any dispute in any forum will be conducted solely on an individual basis. Neither Member nor Medici MediaSpace will seek to have any dispute heard as a class action or in any other proceeding in which either party acts or proposes to act in a representative capacity. No proceeding will be combined with another without the prior written consent of all parties to all affected proceedings.

(c) Neither party shall be deemed by any act or omission to have waived any of its rights or remedies hereunder unless such waiver is in writing and signed by the waiving party.

5.4 Subordination. This Agreement is subject and subordinate to Medici MediaSpace’s lease with its landlord of the Center premises and to any other agreements to which its lease with this landlord are subject to or subordinate.

5.5 Extraordinary Events. Neither party is liable for, and will not be considered in default or breach of this agreement on amount of, any delay or failure to perform as required by this agreement (with the exception of any obligations on Member’s part to pay any sum of money due to us under this agreement) as a result of any causes or conditions that are beyond such party's reasonable control and which such party is unable to overcome by the exercise of reasonable diligence, provided that the affected party will use best efforts to resume normal performance.

5.6 Separable Provisions. Each provision of this agreement shall be considered separable. To the extent that any provision of this agreement is prohibited, this agreement shall be considered amended to the smallest degree possible in order to make the agreement effective under applicable law.

5.7 Survival. All provisions of this agreement reasonably expected to survive the termination of this agreement will do so.

5.8 Notices. Any and all notices under this agreement will be given via email, and will be effective on the first business day after being sent. All notices will be sent via email to the Member’s email addresses specified on the first page of this agreement and to brianlunt@medicistl.com for Medici MediaSpace. The authorized signatory of Member is the only person who may send or receive notice on Member’s behalf.

5.9 Attorneys' Fees. If any action, suit, or proceeding is instituted to interpret, enforce, or rescind this agreement, or otherwise in connection with this agreement, the prevailing party will be entitled to recover, in addition to any other relief awarded, the prevailing party's reasonable attorneys' fees and other fees, costs and expenses of every kind in connection with the action, suit, or proceeding, any appeal or petition for review, the collection of any award or the enforcement of any order, as determined by the court.

5.10 No Assignment. Member may not transfer or otherwise assign any of its rights or obligations under this agreement without Medici MediaSpace’s prior consent.

Cobot Terms and Conditions

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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