These rules and regulations apply to CoworkCafe members and their guests for the uses of the space at 2719 Wilson Blvd, Arlington, VA 22201 and associated parking. As the site is used for other purposes, these rules only apply during CoworkCafe operating hours.
This Member Agreement (“Agreement”) is between Coworking Solutions LLC t/a CoworkCafe, a Virginia limited liability company (“CoworkCafe”), and the undersigned working professional (“Member”)(collectively the “Parties”, or individually a “Party”).
Services. CoworkCafe provides its members with community work spaces, phone booths, and common areas in the facility located at 2719 Wilson Blvd., Arlington, VA 22201 and associated parking (the “Site”). During the term of this Agreement, CoworkCafe shall permit Member to make use of the Site subject to the “Site Rules and Regulations” attached hereto and as amended from time to time. 1.1 Member may use the designated space(s) at the Site as assigned by CoworkCafe staff. If no designated space is assigned to Member, Member may make use of any available designated, unassigned space(s) and/or phone booths. Use by Member of any non-designated work space(s) is prohibited. CoworkCafe retains the right to request that the Member relocate to a different work space at the Site. The right to use the work space at the Site granted pursuant to this Agreement is restricted to professional uses only. All Member equipment or furniture must be approved by CoworkCafe in writing prior to installation at the Site. 1.2 Member and Member’s guests must adhere to the Site Rules and Regulations. 1.3 Member improvements to the work space are prohibited. Member may not use any hard-wired telecommunications equipment or other wiring not installed by CoworkCafe and may not install or modify existing hard-wired telecommunications equipment or other wiring. Member may also not change any locks or add additional locking mechanisms to secure any office space at the Site. 1.4 Upon any termination of this Agreement, Member agrees to vacate the Site and forego further use of the services available at the Site.
Term and Termination. This Agreement shall continue until terminated. Either Party shall have the right to terminate this Agreement at any time. Upon termination all accrued but unpaid fees shall be immediately due and payable.
Fees. The monthly fee for access to the Site shall be $150.00, and may be discounted or increased by CoworkCafe at any time upon thirty (30) days prior notice (the “Membership Fee”). The membership includes a food & beverage credit account for use by the member by the end of the member's monthly cycle. Food costs on the credit account will be billed to the member at the end of the cycle. The Membership Fee shall be paid in advance of each month and no fraction thereof shall be refunded in the event of termination mid-month (unless terminated by CoworkCafe). In addition to the Membership Fee, the Member shall pay their associated monthly charges at the conclusion of each month of service for any non-recurring services delivered, food, or beverage charged to the Member in that month (the “Food and Beverages Charges”) (collectively the “Fees”). The Food and Beverages Charges is payable at the end of the corresponding month of service.
Any Fees remaining unpaid for thirty (30) days after payment is due is subject to interest at the rate of 1.0% per month, until the amount owing is paid in full. In the event that collection efforts are required, Member agrees to reimburse CoworkCafe the reasonable costs and expenses of collection, including reasonable attorneys’ fees. Member shall be responsible for the payment, or reimbursement to CoworkCafe, of any and all charges or taxes with the exception of income and payroll taxes, franchise taxes, and all taxes based on the net income of CoworkCafe, which may hereinafter be imposed or levied with respect to products or services delivered by CoworkCafe under this Agreement.
Limitation of Liability. COWORKCAFE’S LIABILITY TO MEMBER UNDER OR RELATING TO THIS AGREEMENT SHALL BE LIMITED TO ACTUAL DAMAGES AND SHALL IN NO EVENT EXCEED THE AMOUNTS PAID BY MEMBER TO COWORKCAFE, AND IN NO EVENT SHALL COWORKCAFE BE LIABLE TO MEMBER FOR ANY INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, LOST PROFITS OR GOOD WILL) RELATED TO THIS AGREEMENT AND/OR SERVICES, OR ARISING FROM ANY CAUSE OF ACTION WHATSOEVER, INCLUDING CONTRACT, WARRANTY, TORT, STRICT LIABILITY, INDEMNITY OR NEGLIGENCE, EVEN IF COWORKCAFE HAS BEEN NOTIFIED OF THE POSSIBILITY OF SUCH DAMAGES. COWORKCAFE DOES NOT OWN THE PREMISES CONTAINING THE SITE AND DOES NOT INSURE THE SAFETY AND SECURITY OF THE MEMBER AND THE MEMBER’S PROPERTY AT THE SITE. MEMBER HEREBY WAIVES, RELEASES, AND DISCHARGES COWORKCAFE AND ITS MANAGERS, EMPLOYEES, AGENTS, INDEPENDENT CONTRACTORS AND REPRESENTATIVES FROM ANY AND ALL NEGLIGENCE AND LIABILITY FOR MEMBER’S DEATH, DISABILITY, PERSONAL INJURY, PROPERTY DAMAGES, PROPERTY THEFT OR CLAIMS OF ANY NATURE WHICH MAY HEREAFTER ACCRUE TO MEMBER AND MEMBER’S ESTATE AS A DIRECT OR INDIRECT RESULT OF MEMBER’S PARTICIPATION IN COWORKCAFE’S COMMUNITY WORKING ENVIRONMENT.
Indemnification. Each Party will indemnify, defend and hold the other and the other’s managers, employees, agents, independent contractors and representatives harmless from and against any and all costs, liabilities, losses, and expenses (including, but not limited to, reasonable attorneys’ fees) resulting from any claim, suit, action, or proceeding brought by any third party against the other or its managers, employees, agents, independent contractors and representatives alleging any breach of this Agreement or any violation of or failure to comply with applicable laws by the Party against which indemnification is sought.
Indemnification obligations under this Section shall survive the termination of this Agreement.
Warranty. COWORKCAFE MAKES NO WARRANTIES OTHER THAN AS EXPRESSLY SET FORTH HEREIN, AND AFFIRMATIVELY DISCLAIMS ALL SUCH OTHER WARRANTIES, WHETHER WRITTEN, ORAL OR IMPLIED, INCLUDING WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE NOT SET FORTH ABOVE, AND ANY OTHER WARRANTY WITH RESPECT TO THE SERVICES.
7.1 This Agreement and any attachments hereto represent the entire agreement between CoworkCafe and Member and supersede all prior agreements. No variation or alteration of any term of this Agreement shall have effect, unless in writing and signed by the Parties. 7.2 The invalidity or unenforceability of any provisions of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement, which shall remain in full force and effect. 7.3 This Agreement may not be assigned by Member. There are no third party beneficiaries of this Agreement. 7.4 This Agreement shall be construed in accordance with the laws of Commonwealth of Virginia. Any controversy or claim arising out of or relating to this Agreement shall be settled by a single arbitrator in accordance with the Commercial Arbitration Rules of JAMS then in effect, and judgment upon the award may be entered in any court having jurisdiction. Such arbitration will be conducted in Arlington, Virginia. The arbitrator will have no authority to award punitive damages or any other damages not measured by the prevailing Party’s actual damages, and may not, in any event, make any ruling, finding or award that does not conform to the terms, limitations and conditions of this Agreement. 7.5 No failure or delay by either Party in exercising any right, power, or remedy under this Agreement will operate as a waiver of any such right, power or remedy. No waiver of any provision of this Agreement will be effective unless in writing and signed by the Party against whom such waiver is sought to be enforced.
7.6 Each Party has been given the opportunity to independently review this Agreement with legal counsel and other consultants. Accordingly, in the event of an ambiguity in or dispute regarding the interpretation of this Agreement, the drafting of the language of this Agreement shall not be attributed to either Party. 7.7 Any notice required to be given by either Party under this Agreement shall be in writing and sent by certified mail or by email. Such notice will be deemed to have been received two days from the date of mailing or upon receipt of any electronic communication.
Cobot is the web platform used by CoworkCafe Clarendon 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 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.
3.1. 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 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.
6.1. 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 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.
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.
9.1. 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.
10.1. 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 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 email@example.com.
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.