Dedicated Desk - 6 months - $350/month Terms and Conditions

Membership Agreement

Bamboo Detroit L.3.C. (“Bamboo”) provides a shared workspace for independent workers. This membership agreement (“Agreement”) provides the terms of our relationship and your use of Bamboo’s facilities.

TERMS

You are permitted access to the Bamboo’s premises at 1420 Washington Blvd, third floor, (collectively, the “Premises”) for purposes of conducting business, gathering socially with other members and invited guests, hosting events with the permission of Bamboo, and otherwise using the Services (defined below) as is specifically outlined in this Agreement. Any use of the Premises for reasons other than set forth herein is prohibited, unless you first gain Bamboo’s written permission.

Occasionally, Bamboo will host events that may interfere with your ability to use the space in quiet enjoyment. In such circumstances, Bamboo will endeavor to provide you with prior notice.

SERVICES/PRICING

Bamboo may provide you with access to office space, work stations, internet access, office equipment, meeting and conference space and any other business related services that may be offered from time to time by Bamboo and set forth specifically below (collectively “Services”). Services are at all times subject to this Agreement and to such terms, rules and regulations (collectively “Rules”) which Bamboo may, from time to time, adopt and which are incorporated herein in full. Your failure to comply with this Agreement or the Rules shall constitute a breach of this Agreement. Pricing is based on the level of Services. Please initial next to the Services you desire.

PAYMENT

You are responsible for the payment of Services for the entire term of the Agreement. You must provide Bamboo with a valid credit card which will be used to charge membership dues each month on the day that this Agreement is executed. In the event this Agreement is executed on the 29th, 30th, or 31st, then in months that have fewer than 31 days, Bamboo will charge your dues on the last day of that month, or the recurring day of the month based on your initial start date. You hereby authorize Bamboo to charge and/or place a hold on your credit card or debit card with respect to any charges for Services based upon the fee schedule in effect. This Agreement is to be accepted as authorization to the issuer of the credit card or debit card to that effect. If payment is denied by the card issuer or Paypal, whichever applies, you will pay an additional charge of $50 late charge per incident. If you do not pay the monthly dues together with the late charge within five business days of being notified by Bamboo, then Bamboo may immediately terminate this Agreement and cancel your membership and cease providing the Services and access to the Premises. You shall be liable to Bamboo for all costs and expenses including but not limited to, attorney fees in Bamboo’s enforcement and/or collection of amounts due under this Agreement.

EXPECTATIONS

Comply with all laws and not use any Services for any unlawful purpose.

Follow our Code of Conduct policy that is provided alongside this membership agreement. Treat other members with courtesy and respect and use the space in a professional manner. This means to use an appropriate level of voice, be courteous with phone calls, be aware of noise when watching videos and listening to music, and mind your guests.

Treat the Premises with courtesy and respect. Please clean up after yourself, discard trash and recyclables in the appropriate containers, turn off the lights if you are last to leave, and do not abuse printing privileges and Internet access.

Secure the space. Do not leave doors unlocked or propped open without permission from Bamboo. Take care not to lose your access keycard and notify Bamboo immediately if you lose or misplace your access keycard.

Only allow guests in the space when you are present and to only permit reasonable guest access. All of the Rules that apply to you also apply to your guests and ultimately you are responsible for each person you allow on the Premises.

Sleeping is not allowed on the Premises.

No weapons of any kind are allowed on the Premises.

Alcohol is only allowed with permission from Bamboo.

Compliance with all Rules promulgated by Bamboo from time to time.

Pets are not allowed at our Washington Blvd location

TERMINATION/CANCELLATION

Bamboo reserves the right to immediately terminate your access to the Premises at any time with notice. Bamboo further reserves the right to terminate your participation in and use of any Services if you have breached the terms of this Agreement, which is within Bamboo’s sole discretion. If Bamboo elects to terminate this Agreement because of your breach then you will be responsible for all damages, including the amount of any remaining contract term. If you have not breached this Agreement and Bamboo decides to terminate this Agreement, then Bamboo will refund only the prorated portion of the monthly dues for the remaining months of your contract. If you choose to cancel your membership you remain responsible for 100% of the remaining contract balance even if you chose not to use any Services.

CONFIDENTIALITY

Because Bamboo is a shared co-working environment with many members we ask that you follow a confidentiality policy. You acknowledge and agree that during your participation and use of the Services, you may be exposed to Confidential Information. “Confidential Information” shall mean all information, in whole or in part, that is disclosed by Bamboo, or any participant or user of the Services, or any employee, affiliate, or agent thereof, that is nonpublic, confidential or proprietary in nature.

Confidential Information includes, but not limited to, information about a member’s business, sales, operations, know-how, trade secrets, technology, products and financial information. Your participation in and/or use of the Services obligates you to (i) Maintain all Confidential Information in strict confidence; (ii) Not to disclose Confidential Information to any third parties; (iii) Not to use the Confidential Information in any way directly or indirectly detrimental Bamboo or any participant or user of the Services. All Confidential Information remains the sole and exclusive property of Bamboo or the respective disclosing party.

USE OF SERVICES/LIMITATION OF LIABILITY

You agree and understand that Bamboo is not responsible for the loss of, damage to, or theft of any property brought to or left at the Premises. Please secure all of your belongings and ask if you need locked storage facilities. You agree and understand that use of the Premises and the Services may expose you to certain risks, including accidents and injury, and you assume all risks of injuries associated with the use of the Premises. You acknowledge that you are participating in or using the Services at your own free will and decision. You acknowledge that Bamboo 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. Notwithstanding any damages that you might incur for any reason whatsoever (including, without limitation, all damages referenced above and all direct or general damages), the entire liability of Bamboo or its subsidiaries, affiliates, officers, agents, shareholders, members, representatives, employees, successors and assigns (the “Bamboo Affiliates”) under any provision of this Agreement and your exclusive remedy for all of the foregoing shall be limited to actual damages incurred by you based on reasonable reliance, provided, however, notwithstanding anything contained herein to the contrary, Bamboo’s total liability to you for any claims whatsoever is limited to the amount paid by you to Bamboo under this Agreement. In no event, whether as a result of breach of contract, indemnity, warranty, tort (including negligence), strict liability or otherwise, shall the Bamboo Affiliates be liable to you or any other party for any special, indirect, consequential, incidental or penal damages, including, but not limited to, loss of profit or revenues, services or down time costs. The foregoing shall apply even if Bamboo shall have been advised of the possibility of such damages.

INDEMNIFICATION

You release, and hereby agree to indemnify, defend and save harmless the Bamboo Affiliates, jointly and individually, 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 or the Premises. You further agree in the event that you bring a claim or lawsuit in violation of this Agreement, you shall be liable for any attorneys’ fees and costs incurred by the Bamboo Affiliates in connection with the defense of such claim or lawsuit.

INSURANCE

Bamboo will carry liability and Business Personal Property insurance for its property. As a user, it is strongly suggested that you carry a Renters Insurance policy to cover your own equipment while using the Premises. That policy may cover our current residence/office, as well as the Premises of Bamboo.

MISCELLANEOUS

You agree that this Agreement is not a rental agreement and that it does not confer any property interest in the Premises.

In the event that any provision in this Agreement is invalid or unenforceable, the remaining provisions shall remain in full force and not be affected.

This Agreement may be executed in multiple counterparts and is to be construed as a contract under the laws of the State of Michigan. Signatures of this Agreement which are transmitted electronically shall be valid for all purposes. No waiver of any provision or condition of this Agreement by any party shall be valid unless in writing, signed by such party. No such waiver shall be taken as a waiver of any other or similar provision or of any future event, act, or default.

This Agreement shall be binding upon and shall inure to the benefit of the parties hereto, and their respective heirs, executors, personal representatives, successors and assigns.

With exception of payment terms, this Agreement is retroactive to the date of my original occupancy of the Premises. I have read the above terms and conditions and agree to be bound by this Agreement regarding my participation and use of the Premises.

Cobot Terms and Conditions

Cobot is the web platform used by Bamboo Detroit 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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