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Medici Community 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.

2. 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.

3. 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.

4. 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.

5. 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.

SCHEDULE A

CORE VALUES

1. COLLABORATION: Weekly brainstorming/mastermind sessions to outline projects, identify tasks, assign resources and network.

2. COMMUNICATION: If you are sent a communication (text/email/phone), you will respond in a reasonable amount of time; brevity is a plus.

3. ACCOUNTABILITY: Participate and be an active contributor to the group; quick follow-up with members; quick response to connections.

4. MUTUAL RESPECT: Curiosity, not judgment; drop your ego at the door; all viewpoints are valuable.

5. FUN/GOOD SPIRIT: Don’t take yourself too seriously; have fun.

6. CLEANLINESS: Clean up after yourself. If you see a mess, clean it up or make someone aware of it.

7. MATURITY: Pay your bills; talk like an adult.

8. PRODUCTIVE CONFLICT: No screaming or yelling, no hot heads. Radical transparency.

9. COMMUNITY-FOCUS: Create a positive impact on the Saint Louis community.

10. ABUNDANCE: Don’t fight over one pie, make more pie.

Cobot Terms and Conditions

Cobot is the web platform used by Medici MediaSpace 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 his Account. Customer shall keep his 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 his 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 his/her 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 his/her 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 he/she is responsible for its 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 him/her 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 his 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 his/her 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 him/her (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 he/she 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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