Pebble - 1 day a week Terms and Conditions

StonesThrow Cowork

Membership agreement

The Services StonesThrow Cowork (StonesThrow) provides to you are subject to the following Membership Agreement. StonesThrow reserves the right to update the Membership Agreement at any time without notice to you. StonesThrow membership application does not create a tenancy but a prepaid usage licence to use the provided Services on a monthly or casual basis.

Agreed terms

1. Common Parts: such entrance halls, corridors, and other means of access in or upon the Property the use of which is necessary for obtaining access to and egress from the Space together with the Meeting Room, kitchen and toilet.

2. Confidential Information: all information, in whole or in part, that is disclosed by StonesThrow or any participant of the Services or any employee affiliate, or agent thereof, that is non-public, confidential or proprietary in nature.

3. Designated hours: StonesThrow’s core opening hours are Monday to Friday, 8am to 6pm unless otherwise agreed.

4. Service Provider: StonesThrow Cowork, referred to hereafter as StonesThrow

5. Member: the individual or business that enters into this agreement

6. Membership Plan: Rolling monthly package of services as agreed at sign up

7. Membership Fee: Rolling monthly fee in line with the Membership Plan the Member has choosen

8. Permitted Use: as an office workstation in association with the provision of professional services.

9. Property: Suite 13 April Court, Sybron Way, Crowborough, East Sussex, TN6 3DZ

10. Services: subject to matters outside of StonesThrow control; access to one workstation; the cleaning, lighting and heating of the Property; provision of a functioning toilet with wash hand basin together with a basic ‘office style’ kitchen; provision and maintenance of fire detection and fire-fighting equipment in accordance with prevailing legislation; the supply of electricity and broadband to the Space; and the removal of ordinary non-confidential waste generated in the normal course of the operation of the members business.

11. Space: space for one workstation within the office of the Property as agreed within the Membership Plan

12. Working day: any day which is not a Saturday, a Sunday, a bank holiday or a public holiday in England but 22 to 31 December each year shall not be working days.

Description Of Services

StonesThrow may provide you with access to the Services as defined in the agreed terms and in accordance with your chosen plan. Your plan will outline the number of days that you are able to use the space in a given period. The Services are at all times subject to this Membership Agreement.

Access to StonesThrow Services is provided on a reasonable endeavours basis. Should access or any Services be unavailable StonesThrow shall endeavour to provide reasonable notice, but this may not always be possible. Where feasible, and at StonesThrow sole discretion, StonesThrow shall make alternative arrangements.

As a StonesThrow member we may send you email correspondence regarding your membership, Services at StonesThrow and other announcements regarding StonesThrow events.

Licence to Occupy

StonesThrow permits the Member to occupy the Space for the Permitted Use for the duration of the Membership Plan during the Designated hours and to use the Common Parts alongside StonesThrow and other Members.

The Member acknowledges that:

• the Member shall occupy the Property as a licensee and that no relationship of landlord and tenant is created between StonesThrow and the Member by this licence;

• StonesThrow retains control, possession and management of the Property and the Member has no right to exclude StonesThrow from the Space;

• the licence to occupy granted by this agreement is personal to the Member and is not assignable to any other person; and

• At the end of the Membership plan period if the parties agree, this Licence will continue on a monthly basis subject to the Termination section of this agreement.

• Your name and contact information may be provided to the landlord if requested. This is for their purpose of understanding who is entering the building.

Members Obligations

You as a member you agree and undertake:

• To pay to StonesThrow the Membership Fee payable without any deduction in advance on the 5th day of each month and proportionately for any period of less than a month. Payment will be taken automatically and you will need to ensure your card details are kept up to date.

• to keep the Space clean, tidy and clear of rubbish;

• not to use the Space or the Property other than as defined in this Membership Agreement

• not to make any alteration or addition whatsoever to the Property or the Space;

• not to display any advertisement, signboards, nameplate, inscription, flag, banner, placard, poster, signs or notices at the Space or elsewhere in the Property.

• not to do or permit to be done on the Property anything which is illegal or which may be or become a nuisance (whether actionable or not), annoyance, inconvenience or disturbance to StonesThrow or other members or any owner or occupier of neighbouring properties;

• not to cause or permit to be caused any damage to the Property or any neighbouring property; or any of StonesThrow or other members possessions

• not to publish, post, upload, distribute or disseminate any inappropriate, profane, defamatory, obscene, indecent or unlawful topic, name, material or information on or through StonesThrow services.

• not to upload, or otherwise make available, files that contain images, photographs, software or other material protected by intellectual property laws unless you own or control the rights thereto or have received all necessary consent to do the same.

• not to 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

• not to attempt to gain unauthorised access to any Services, or accounts, computer systems or networks connected to any StonesThrow Services, through hacking, password mining or any other means.

• not to upload files that contain viruses, Trojan Horses, Worms, time bombs, candlebots, corrupted files, or any other similar software or programs that may damage to the operation of another computer or property of another coworker.

• not to obstruct the Common Parts, make them dirty or untidy or leave any rubbish on them;

• to observe any reasonable rules and regulations StonesThrow makes and notifies to the Members about the Members use of the Space and the Common Parts;

• to indemnify StonesThrow and keep StonesThrow indemnified against all losses, claims, demands, actions, proceedings, damages, costs, expenses or other liability in any way arising from this agreement and/or any breach of the Members undertakings contained in these obligations

• not to restrict or inhibit any other user from using and enjoying the Services.

• to adhere to fire safety regulation and policies in place.

Booking

If you are not a full-time member you may be required to book the days you plan to use the Space. Booking functionality is provided by StonesThrow through the use of the Cobot space management tool.

Meeting rooms

As part of the Membership Plan access to book the small meeting room is made available free of charge. The large meeting room is charged at an hourly rate as noted in the space management tool when booking. Meeting room bookings are billed monthly in arrears. 24-hours’ notice of cancellation of a meeting room is required otherwise you may still be charged.

Mailing address

Full time Members can request use of the Property’s address as a mailing address. The Property’s address cannot be used as a registered business address.

3rd Party Technology

StonesThrow uses 3rd party technology to facilitate use of the space for its Members:

Cobot; is a space management tool managing sign up, payment details, personal information, booking, helpdesk and events.

Stripe; is a payment provider processing card payments. Cobot passes your information including card details to Stripe for payment to be processed. This transaction occurs each month.

Ezeep; print management tool integrated with Cobot. To use StonesThrow printers you will be provided with an Ezeep profile. Ezeep will track your print usage and provide information back to Cobot for printing costs to be added to your next invoice.

For more information on how StonesThrow manages your personal information please refer to the Privacy Policy

Access

Keys and any other access devices or access codes provided to you may not be shared or given to others, may not be copied or adapted and must be returned upon cancellation of your membership. A fee of £20+VAT shall be charged for replacement keys, or if you fail to return keys at the end of your membership.

Guests

You may invite and host guests within StonesThrow premises provided that you accompany them at all times. You are responsible for the conduct and behaviour of any guests, in line with this Membership Agreement. An additional fee would apply should a guest want to utilise the Space to work for the day.

Invoicing And Payment

The member is automatically invoiced monthly in advance based on their membership option. Also included are any variable charges such as printing and meeting room use that may have been incurred during the previous period. Payment is required at the beginning of the month for that period, at the date specified in the invoice and will be taken automatically, through the payment provider, using the card details provided when signing up.

Privacy

This agreement should be read in conjunction with StonesThrow Privacy Policy. This can be found on our website here.

Monitoring will be a required part of Services to ensure they can run as smoothly as possible, for example access control systems and alarm systems will rely on monitoring. We reserve the right to monitor your usage of StonesThrow at any time, including your use of computer networks and the internet. This may include the use of CCTV in and/or around StonesThrow.

Confidentiality

You acknowledge and agree that during your participation in and use of the Services you may be exposed to Confidential Information and that you are obliged to keep that information confidential. Confidential information also includes, without limitation, information about business, sales, operations, know-how, trade secrets, business affairs, documents any knowledge gained through examination or observation of or access to the facilities, computer systems and/or books and records of StonesThrow or any of its Members.

You acknowledge and agree that nothing in this Membership Agreement or your participation or use of the Services will be construed as granting any rights to you, by license or otherwise, in or to any Confidential Information or any patent, copyright or other intellectual property proprietary rights of StonesThrow or any participant or Member of the Services.

Participation In Or Use Of Services

You acknowledge that you are participating in or using the Services at your own free will and decision. You acknowledge that StonesThrow does not have any liability with respect to your access, participation in, use of the Services, or any loss of information resulting from such participation or use.

Renewals And Terminations

This Membership Agreement is automatically renewed at the end of each period with consent of each party.

This Membership Agreement must be adhered to at all times. Failure to follow the Membership Agreement can result in non-renewal or even early termination of the usage license. StonesThrow reserves the right to terminate any Service at any time, immediately and without notice, if you fail to comply with the Membership Agreement. This includes non-payment or violation of the space rules. If this happens, StonesThrow will refund any amounts paid for unused periods that remain after deducting any pending charges, on a prorata basis.

StonesThrow or the Member may terminate this Agreement by giving not less than 4 weeks written notice of termination.

Termination of this Membership Agreement shall not affect the rights of either party in connection with any breach of any obligation under this Membership Agreement which existed at or before the date of termination.

Disclaimer Of Warranties

Except as represented in this agreement, all Services are provided “AS IS”. Other than as provided in this agreement, StonesThrow makes no other warranties, express or implied, and hereby disclaims all implied warranties, including any warranty of merchantability and warranty of fitness for a particular purpose.

Exclusion Of Incidental, Consequential And Certain Other Damages

To the maximum extent permitted by English law, in no event shall StonesThrow 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 StonesThrow, and even if StonesThrow has been advised of the possibility of such damages.

Indemnification

You release, and hereby agree to indemnify, defend and save harmless StonesThrow from and against all claims, liabilities, losses, damages, costs, expenses, judgments, fines and penalties based upon or arising out of your negligent actions, errors and omissions, willful misconduct and fraud in connection with the participation in or use of the Services. You further agree in the event that you bring a claim or lawsuit in violation of this agreement, you shall be liable for any legal fees and costs incurred by StonesThrow or its respective officers and agents in connection with the defence of such claim or lawsuit.

Severability

In the event that any provision or portion of this Membership Agreement is determined to be invalid, illegal or unenforceable for any reason, in whole or in part, the remaining provisions of this Membership Agreement shall be unaffected thereby and shall remain in full force and effect to the fullest extent permitted by English law.

Possessions and Insurance

StonesThrow accepts no responsibility or liability for loss or damage to property brought into StonesThrow including vehicles parked in the car park, except where StonesThrow’s responsibility or liability is determined by English law.

StonesThrow carries Liability and Business Personal Property insurance. This insurance will not cover member possessions and as a Member you are not required but it is strongly suggested that you carry an Insurance policy to cover your own equipment while using our space. That policy may cover your current residence/office, as well as the premises of StonesThrow.

Governing Law

This Membership Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales.

Cobot Terms and Conditions

Cobot is the web platform used by StonesThrow 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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