Membership Agreement and Terms of Service
By selecting "I Agree to the Membership Agreement" you have accepted the terms of service of our Membership Agreement and the Enterprise Code of Conduct below. Please note membership benefits do not start until you sign this Agreement and attend the orientation. Membership orientation sessions will be made available to you before you begin working at Enterprise.
Enterprise Community Members’ Code of Conduct
At Enterprise, we don’t just provide a workspace—we foster a community. We’ve established the following guidelines in order to set and manage expectations and to support the success of the community and its members. It’s very important that these guidelines are maintained. Which is why failure to do so could result in a termination of membership without refund.
1) Be nice. This seems like a simple rule, and it is. Enterprise is full of members with all different backgrounds, personalities and life experiences. Even if another member’s work style doesn’t match your own, please maintain a polite and respectful demeanor. 2) Be open. Enterprise is a place where ideas flow. Be ready to take and give advice, ask questions and share your successes and failures. 3) Be active. There is no shortage of opportunities to connect at Enterprise. So get ready to pull out that chili recipe, suggest a community building activity to the Enterprise team or simply grab a cup of coffee and see whom you run into. 4) Be generous. If you can mentor someone, do it. If you have an excess of homegrown tomatoes, bring them in to share. Generosity is an important part of every relationship—including the ones you build at Enterprise. 5) Be clean. We feel strongly that every member should have access to clean common spaces—including the lounge, kitchen, meeting rooms, phone booths and patio. Please clean up after yourself and treat the furniture and amenities as if they were your own. If something breaks, don’t hesitate to let the Enterprise team know. 6) Be courteous. Noise levels are always a concern for prospective members. How loud is it? Can I be on the phone? In our opinion, the hum of noise is great for building energy throughout a space. But if you know you're a loud talker, jump in a phone booth. And unless you're in a closed Suite or meeting room, please refrain from using speakerphone. 7) Be authentic. People come here to get work done in a comfortable environment, so please don’t jump into your involvement in Enterprise community by trying to sell your Tupperware to every unsuspecting member. Organic relationships are bound to grow during your time at Enterprise, so let them happen naturally. 8) Be constantly growing. Enterprise was built for the growth and collaboration of its members. We want you to work hard and have fun. And we’re confident that a strong work ethic will lead to a strong community. As members of the Enterprise team, we’re also dedicated to growing, so feel free to provide feedback anytime.
If you have any questions or comments regarding the Code of Conduct, we’re happy to chat. Come by the front desk or email us at membership@EnterpriseCoworking.com.
Enterprise has an array of membership options, and here is where you’ll find specifics on the benefits provided at each level. You can upgrade your membership at anytime, but memberships are always subject to availability. You understand and agree that you will be billed a monthly recurring membership fee per the membership level you select. At the time of this Agreement, the following memberships and their respective benefits are available.
Membership type Description Access Complimentary meeting room hours Registration fee and commitment Monthly Dues Floater
Access to all commons without dedicated space.
24/7 0 $50 with month-to-month commitment $250
Dedicated Desk Your very own desk! You can put up pictures of your family and call it home. 24/7 5 $100 with 6-month commitment $450
2-Person Suite A closed-door Suite for up to two members. This Suite comes furnished with desks, chairs, credenza and whiteboard.
24/7 10 $200 with 6-month commitment $1,350
4-Person Suite A closed-door Suite for up to four members. This Suite comes furnished with desks, chairs, credenza and whiteboard. 24/7 20 $400 with 6-month commitment $2,400
8-Person Suite A closed-door Suite for up to eight members. This Suite comes furnished with desks, chairs, credenza and whiteboard. 24/7 40 $800 with 6-month commitment $3,950
Strong communities are based upon active members and continuity. The relationships you’ll build and the encounters you’ll find are among the greatest benefits of your membership. But they take time. Which is why, at Enterprise, we require a commitment of 6 months for every Dedicated Desk and Suite membership.
All memberships require a full 30-day notice of cancellation prior to the 1st of the month. To cancel your membership, send a written request to membership@EnterpriseCoworking.com a minimum of 30 days in advance. All cancellations go into effect on the last day of a month. So if you cancel on August 15th, your last day of membership will be September 30. Between submitting your written notice of cancelation and the last day of your membership, you will still be responsible for your monthly membership fees at their regular rates, and you will continue to have access to your Enterprise membership benefits. Suite members are required to return their key cards on or before the last day of their membership. Timely key card return will ensure that suite members are not charged a non-refundable $20 unreturned card fee on the first day of the next billing month.
Suite Membership Responsibilities
If you have selected one of our Suites, your membership includes both the indicated number of members and the aforementioned complimentary meeting room time. As stated above, all Suite memberships require a six-month commitment.
As a Suite member, you have extra benefits and a few extra responsibilities. Those responsibilities include the following.
1) Establishment of a Suite Payor. The Payor on the account is in charge of alerting Enterprise when any changes to the membership occur. This includes: a. Providing an initial list of individuals included on the membership (the "Roster"). b. Notifying Enterprise when new members are planning to join the Suite and ensuring that they sign a Membership Agreement and attend an orientation session. Please notify us of additions to your Roster at least 48 hours in advance of their start date by emailing membership@EnterpriseCoworking.com. Notifying Enterprise by email when members are leaving. The member’s name and last day may be sent to membership@EnterpriseCoworking.com. d. Tracking and monitoring meeting hour usage. e. Collecting and returning any and all access keys, parking passes, mailbox keys and locker keys to Enterprise upon membership termination. 2) Fees. In addition to privacy, your Suite membership comes with a few additional fees. a. There is a non-refundable registration fee as outlined in the membership chart. This fee allows for the onboarding of all members within the Suite allowance. b. At the end of the membership, all access cards, keys and filing cabinets need to be turned into the Community Manager on or before the last day of the month. The Suite should be returned in as good or better condition than it was received. Enterprise reserves the right to charge a cleaning fee of $250 to the account on file if professional cleaning services are necessary. c. Lost fobs and keys are subject to a $20 replacement fee.
3) Guests and Visitors. Anyone not on the official Roster will be considered a guest or visitor. Enterprise requires all guests and visitors to enter through the main entrance and check in at the greeting desk. You will be alerted via email or text to let you know when your visitors arrive. 4) Keep it clean. It is your sole responsibility to maintain the Suite in a safe, sanitary and presentable condition—which includes returning dirty dishes, glasses and cups to the kitchen. We reserve the right to send Enterprise staff on search and recovery missions of communal items. And if we discover caches of such items on a regular basis, you may be subject to cleaning and service fees. 5) Termination. The Suite Payor may terminate their Suite membership after the initial 6-month commitment by providing written notice to membership@EnterpriseCoworking.com. Termination requires one full calendar month (30 days) of notification submitted at least one day prior to the end of the month. By signing this agreement, you acknowledge that you will be charged membership fees for the duration of your membership whether you choose to use or vacate the space. 6) Damages. If you are in a Suite of 10 people or less your Suite includes furniture, chairs, network equipment and other furnishings. If these items sustain any damages, Enterprise reserves the right to invoice you for repair work and/or replacement. Every Suite is provided as is. No modifications are allowed. Please notify Enterprise staff immediately of any problems with or damage to the Suite including, but not limited to, fixtures windows, heat and water leaks. 7) Right of access. Suites are subject to Enterprise staff or management access at any time. We reserve the right to access your Suite for maintenance or inspection purposes. Since your Suite is a part of Enterprise, your membership is also subject to all-member benefits and responsibilities.
All-member Benefits and Responsibilities
Enterprise membership certainly has its benefits. At the time of this Agreement, the following membership benefits are available. Enterprise reserves the right to exercise discretion in changing pricing, benefits and memberships at anytime. All memberships include: wireless internet access, printer, scanner and copier use, access to phone booths, the ability to book meeting rooms and all the brewed coffee you can drink.
Printing. Every member is provided with 120 black-and-white pages per month of printing/copying at no cost. Any pages over the complimentary printing will be charged automatically to the Payor on file at the following rates: $0.10/page of color printing and $0.05/page of black-and-white printing.
Meeting room usage. Each Dedicated Desk and Suite membership comes with an allocated number of complimentary meeting room hours–as listed above. Floater memberships do not come with any complimentary hours. For any hours used above and beyond the allocated number of complimentary hours, members will automatically be billed in one-hour increments at a rate of $25/hour. This will be charged to the Payor of the membership and their account on file.
Event space. The rooftop patio and the Classroom are considered event space. These can be rented out at a discounted member rate. For current rates please see your Community Manager.
Alcohol. A number of private member-only events and catered public events will be held at Enterprise. Should you choose to participate in these, we ask that you always drink responsibly. Drunkenness will not be tolerated and could result in the cancellation of your membership. And as always, if you choose to drink please do not drive.
Smoking. There is absolutely no smoking allowed on the rooftop. If you need to smoke, we ask that you do so outside of the building and at least 50 feet from any entrance. Additionally, please dispose of all debris to keep our premises clean and comfortable.
Furniture. We have taken great care in selecting every single piece of furniture in Enterprise. We hope that you will take equally great care maintaining these pieces. If you spill something, please let an Enterprise team member know immediately so we can help clean it up. And if something breaks, please let us know so we can repair it.
Payment. Please pay your dues on time. If we don’t receive your payment by the first of the month, we’ll send you a reminder email and require your payment before you’re permitted to enter the space again. If by the 5th of the month your account is not made current, we reserve the right to withdraw your Enterprise access and your membership. With this Agreement, you’re also giving Enterprise permission to re-run failed transactions within 5 days of the original transaction and charge a 10% late fee.
Enterprise is an organic community that will evolve and improve. And as it does, we may decide that the rules need to change too. Please check our posted Code of Conduct and check in with our team for changes to Enterprise’s policies.
Below are additional benefits you can add to your membership. Please email membership@EnterpriseCoworking.com if you are interested in adding any of these to your membership. Services can be upgraded at any time and are subject to availability. Pricing and packages are subject to change.
a. Mailbox. Mailbox services come complimentary with all Suite memberships. If you have a Floater or Dedicated Desk membership, you may add mail service for $25 a month. You’ll receive a physical address, and we’ll place all your mail in dedicated mailbox. Note: You must maintain an active membership to take advantage of Enterprise’s mail services.
b. Storage. We are happy to offer storage units to house your office supplies, computers, clothes, etc. However, we ask that you refrain from using them to store dangerous, hazardous or flammable materials. When you elect to add a storage unit to your membership, you will add your own personal lock to the storage locker. Storage units are available in four sizes: • Small $95/month • Medium $145/month • Large $245/month • Extra Large $445/month c. Lockers. Located in the shower room, lockers are available to store your towels, workout clothes, toiletries, etc. Lockers are available in three sizes: • Small $15/month • Medium $30/month • Large $45/month d. Parking. Off street parking spaces are available for $75/month. e. Phone lines. Enterprise offers individual phone lines for $45/month. However, additional fees may apply. f. Increased bandwidth. Your membership comes with wireless internet at speeds of 100/100 Mbps. We are able to provide internet speeds up to 1Gb for an additional costs. Please see your Community Manager for current pricing.
Guests and Clients
At Enterprise, we know exactly how important collaboration can be to your business. Which is why you’re free to meet with clients in the Lounge (located outside of the members-only area) or in any meeting room for no additional charge (within your allotted number of complimentary meeting room hours per month). We also know that you may occasionally want to bring contractors or project collaborators into your Suite or the commons area. Which is why we offer members discounted $20 guest day passes for purchase for their guests. However, after you’ve purchased five single-day guest passes for your collaborator, we’d like to formally welcome them into our community and ask that they get a membership.
Pets: Dogs are welcome at Enterprise as long as they don't cause concern or threat to other members. If you bring your pet in, please ensure that it’s always under your control—especially when not in your Suite or at your desk. We ask that you keep your four-legged collaborators out of the kitchen area and don’t permit them to wander the halls alone. Additionally, we ask that you clean up any and all of your dog’s accidents within and around the Enterprise building. Enterprise reserves the right to remove a pet if it’s causing problems or interrupting other members. Failure to take responsibility for your pet could result in the termination of your membership.
Children: We love kids. But if you bring them to Enterprise, we ask that you keep them with you at all times and make sure they’re not interrupting other members. If they become disruptive, an Enterprise staff member may ask you to remove them from the premises. Every year, each member receives one free visit for his or her children. After that, we ask that you purchase guest passes to bring your kids to Enterprise.
Bikes and Cars: Bikes are permitted and ENCOURAGED at Enterprise. Please keep your bike in one of the designated storage areas, and make sure to clean up any debris produced by your bike in common and storage areas. As stated above, we offer permitted vehicle parking in our lot for a monthly fee. If you do not have a parking pass, on-street parking is available on a first-come-first-served basis for you and your guests.
As in any commercial office space, Enterprise is not covered for the risks and liabilities associated with children, animals or bikes.
Enterprise is a multi-purpose destination, and will host events during daytime, evening and weekend hours. Every attempt will be made to clearly mark private areas, and we will have staff patrol to ensure that event participants do not use any members-only space. However, be warned that smart and talented people may be showing up at any hour.
At Enterprise, we love to share the space, the cool people, and the activities of our community with everyone on the planet. With this agreement, you provide Enterprise absolute and irrevocable right and unrestricted permission to use, reuse, publish and republish any photographs or video taken of your beautiful face in whole or in part, individually or in conjunction with other photographs, printed material or video matter, in any and all media now or hereafter, and for any purpose whatsoever allowed by law for illustration, promotion, art, editorial, advertising and trade, or any other purpose whatsoever without restriction as to alteration.
One of our most important goals is to provide a safe place for our members. But to achieve it, it’s going to take everyone acknowledging and accepting responsibility for the security of the doors and spaces they access. Since you have 24/7 access, if you think you’re the last person on the premises, you’re expected to make sure the building is secure. Please don’t hesitate to let an Enterprise staff member know if something doesn’t seem right. Additionally, please be aware of the following.
a. While we do have surveillance cameras at entrances and in public access areas, we cannot guarantee a 100% secure environment. b. After normal hours of business operation, the community's property may be exclusively in your hands. Please treat this privilege as if each person's valuables were your own. If your 24/7 access is abused by unauthorized parties or otherwise used for unapproved extra-curricular activities, Enterprise may terminate your membership or revoke your 24/7 access privileges. c. Cards are not transferable and may not be lent out at any time to anyone for any reason. The lending of access cards will result in membership termination. If any of your cards are misplaced or stolen, please notify an Enterprise staff member immediately. A $20 fee per card will be charged to your account, and Enterprise will issue you replacement cards. Additionally, any access cards not returned on or before the last day of your membership, for any reason, will incur a $20 fee per card on your account within 5 days of your last day of membership. d. As stated above, if you have selected a Suite membership, please notify us of any changes to your Roster. We request that the names, start dates and email addresses of new members are submitted to membership@EnterpriseCoworking.com a minimum of 48 hours prior to their start to ensure we have the most accurate membership records possible.
Meeting Room Usage
Meeting rooms are areas designated for meeting purposes only and they are available anytime for member bookings. Each room must be booked in advance using our online booking tool. It is the meeting leader’s responsibility to leave the room in good working condition—with whiteboards cleaned, chairs pushed in and garbage disposed of properly. Suite and Dedicated Desk memberships come with complimentary meeting room hours, and it is the Payor’s responsibility to track these monthly. If you go over your allotted monthly hours, you will be automatically billed for those additional hours during the next billing cycle at a rate of $25/hour. By accepting this Agreement, you accept any costs your meeting room usage may incur.
Holidays and Hours
Normal business hours are 8:00 am-5:00 pm Monday-Friday. During these hours, an Enterprise team member will be on site to make fresh coffee, solve any printer jams and serve as a general resource and source of energy and excitement. Enterprise is closed on most standard U.S. holidays. The holiday closures will be posted on digital signage around the space and in our member newsletter, so be sure to keep your eyes open for them. Below is our current list of holiday closures. However, to ensure Enterprise staff members have adequate time to enjoy their families, we reserve the right to amend this list. Remember, your membership includes 24/7 access, so you can feel free to enjoy the space, but know that on the following days, the coffee won’t be waiting for you.
Days Enterprise is CLOSED (aka unstaffed)
New Year’s Eve (half day)
New Years Day
Independence Day (or the Friday before)
Friday After Thanksgiving Day
Christmas Eve (half day)
The following rules and regulations have been formulated for the safety and wellbeing of all members of Enterprise. Strict adherence to these rules and regulations is necessary to guarantee that every member can enjoy a safe and undisturbed workspace. Enterprise reserves the right to amend these rules and regulations and to promulgate additional rules and regulations.
• If you have a Suite membership, please do not use any equipment, machinery or advertising medium that may be heard outside your Suite.
• Please do not use any plumbing facilities for any purpose other than that for which they were constructed. • Please do not use any portion of the premises for lodging or any other unlawful purpose.
• Please do not solicit business in the common or public areas.
• Please do not distribute or display any handbills or other advertising matters or devices in common or public areas. • Please do not obstruct or encumber any sidewalks, entrances, passages, courts, elevators, vestibules, stairways, corridors, halls or any other part of the building.
• Please do not permit any drapes, blinds, shades or screens to be attached to, hung on or used in connection with any window or door relating to the premises without the prior written consent of Enterprise. • Please do not permit any showcases, mats or other articles to be placed in front, in the proximity of or affixed to any part of the exterior of the premises.
• Please do not permit or encourage any loitering on or about the premises.
• Please do not permit or encourage any canvassing, soliciting, peddling or demonstrating on or about the premises. • Please do not install or permit the installation of any wiring for any purpose on the premises or exterior of the building.
• Please do not mark, paint, drill into or deface any part of the shell or core of the building without written approval by Enterprise. Requests to do so may be submitted to email@example.com. Should you receive consent, you understand that it is your responsibility to return the space to the same condition in which it was received. This includes completing any necessary patching, repairs and professionally repainting.
• Please do not bring in or keep any firearms on the premises or in the building.
• Please do not affix floor coverings to any floor on the premises with adhesive of any kind without obtaining prior written consent from Enterprise.
If a dispute arises relating to the performance of the services covered under this Agreement and legal or other costs are incurred, it is agreed that the prevailing party shall be entitled to recovery of all reasonable costs incurred in the prosecution or defense of a claim. This includes staff time at current billing rates, court fees, attorney fees and other claim-related expenses.
At Enterprise, we take legal matters very seriously. Any violation of the law is grounds for termination of your membership and, if necessary, legal action. By signing this Agreement, you agree not to use Enterprise for any unlawful purpose; carry out plans that could damage, disable or impair any of the property of Enterprise; engage in activities that could impair other members from using Enterprise’s space; or undertake actions that could pose harm or danger to other members. This includes attempting to gain access to any of Enterprise’s computer systems or networks or attempting to obtain any materials or information not intentionally made available to all Enterprise members. Violators will have their membership terminated immediately without advance notice from Enterprise.
Copyright Infringement. Enterprise is committed to complying with U.S. copyright and related laws and requires all members and users of Enterprise to comply with these laws as well. Accordingly, we ask that you not store any material or content on, or disseminate any material or content in a manner that constitutes an infringement of third party intellectual property rights—invading rights granted by U.S. copyright law.
Owners of copyrighted works who believe their rights have been infringed may take advantage of certain provisions of the Digital Millennium Copyright Act of 1998 (the "DMCA”) to report alleged infringements. It is Enterprise's policy in accordance with the DMCA and other applicable laws to reserve the right to terminate the membership of any member who is found to have infringed upon a third party copyright or other intellectual rights—including repeat infringers—or who Enterprise, in its sole discretion, believes is infringing these rights.
In addition, with this Agreement, you agree not to use Enterprise in connection with: contests, pyramid schemes, chain letters, junk email, spamming or similar annoying behavior; defaming, abusing, harassing, threatening or otherwise violating the legal rights (such as privacy and publicity) of others; posting, distributing or disseminating inappropriate, profane, defamatory, obscene, indecent of unlawful material or information; uploading, reproducing, using, performing or otherwise making available, images, software, information or other material without license to do so; and uploading or using files that contain viruses, corrupted files, or any other similar software or programs that may damage Enterprise's or a member's computers or property.
Enterprise provides services "as is" and not as a lease of real property. Members have a nonexclusive license to utilize the Enterprise property in accordance with the terms of their membership agreements. No landlord-tenant relationship shall be created hereby. Enterprise disclaims all warranties and conditions, whether express, implied or statutory including, but not limited to, merchantability and fitness of the space for a particular purpose or use. The entire risk of participating in or using Enterprise services remains with you.
In no event shall Enterprise or its agents, owners, members or employees be liable for any direct, special, incidental, indirect, punitive, consequential or other damages whatsoever (including, but not limited to, damages for lost profits, loss of confidential or other information, business interruption, personal injury, loss of privacy, failure to meet any duty—including those of good faith or of reasonable care, negligence, and any other loss) arising out of Enterprise-related services.
By signing this Agreement, you agree to hold us harmless. You also release and agree to indemnify, defend and hold harmless Enterprise, its agents, owners, members and employees, from and against all claims, liabilities, losses, damages, expenses, judgments, fines and penalties based on or arising out of your negligent actions, errors and omissions; willful misconduct and fraud; breach or violation of the Enterprise Code of Conduct or otherwise suffered in connection with your participation in the Enterprise community.
This Agreement acknowledges that both parties agree that the law of the State of Colorado governs this Agreement, without regard to conflict of law principles. We all agree that exclusive jurisdiction and venue for all purposes under this Agreement shall be in Denver, Colorado and consent to such jurisdiction and venue. Furthermore, we all agree to waive any right to a jury trial in any dispute arising out of this Membership Agreement or your use of Enterprise. Enterprise may disclose any identifying information about you and your participation in the Enterprise community if requested by authorities in any investigation. If any provision or portion of this Agreement is determined to be invalid, illegal or unenforceable for any reason, in whole or in part, the remaining provisions of this Agreement shall be unaffected and shall remain in full force and effect to the fullest extent permitted by law.
You acknowledge that you have read and understand the terms of this Agreement and know what is expected of you as a member. You agree to be bound by this Agreement and the Enterprise Code of Conduct regarding your participation in the community and use of the services within.
Cobot is the web platform used by Enterprise Coworking to provide this website.
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.
2.1. 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.
3.1. 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”).
4.1. 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.
5.1. 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.
6.1. 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.
7.1. 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.
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.
9.1. 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.
10.1. 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.
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 firstname.lastname@example.org.
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.