Drop-in Terms and Conditions

1. Purpose. The Corner Coworking, Inc. (“The Corner”) has agreed to provide to the Member, at the Premises, access to office space, internet access, office furniture and equipment, conference space and other services as set forth on the Member Information Sheet to which these Terms and Conditions are attached (the“Services”).

2. Interpretation. For the purpose of these Terms and Conditions: (i) “Agreement” means these Terms and Conditions and the Member Information Sheet; (ii) “Business Hours” means The Corner’s regular hours of operation as determined by The Corner from time to time; (iii) “Confidential Information” means all information that is disclosed by The Corner or any other member of The Corner or any employee, affiliate or agent thereof, that is non-public, confidential or proprietary in nature. It includes, but is not limited to, information about business, sales, operations, know-how, trade secrets, technology, products, employees, members, marketing plans, financial information, services, business affairs, knowledge gained through examination or observation of or access to the facilities, computer systems, books and records of The Corner, any analyses, compilations, studies or other documents prepared by The Corner or otherwise derived in any manner from the Confidential Information; (iv)“Member Information Sheet” means the information sheet to which these Terms and Conditions are attached; (v) “Member” means the person named on the Member Information Sheet; (vi)“Membership Fees” means the fees payable for use of the Services; (vii) “Premises” means 225 Railway Street East, Cochrane, Alberta; (viii) “Term” means the term of the Agreement as stated on the Member Information Sheet; and (ix)“Terms and Conditions” means these Standard Terms and Conditions and includes any other document or Schedule that may be attached to these Terms and Conditions.

3. Acknowledgment. By signing the Member Information Sheet, the Member expressly agrees to be bound by the Terms and Conditions. The Member shall be responsible for ensuring that the Services are used in accordance with these Terms and Conditions. The Corner reserves the right at any time to impose new or additional terms or conditions on the Member’s use of the Services. The Member acknowledges that the provision of Services does not constitute a lease or any other interest in real property. The contractual arrangement between The Corner and the Member creates a revocable licence to use the Services. The licence is specific to the Member and is not permitted to be assigned or sub-licensed without the express written consent of The Corner.

4. Fees and Invoicing. The Corner shall issue invoices to the Member (an “Invoice”) in accordance with the Member Information Sheet, such invoice to include charges for the Membership Fee and any other additional services the Member has requested. Such Invoice(s) shall be due and payable in full upon receipt by the Member.

5. Payment. The Member agrees to pay the total charges due in accordance with section 4 hereof using any of the following methods: (i) by pre-authorized direct deposit; (ii) eTransfer; (iii) Credit Card; or (iv) such other method of payment as The Corner may approve from time to time.

6. NSF and Overdue Accounts. Any amount unpaid after the due date shall bear interest at a rate of 2% per month, calculated and compounded monthly (26.82% per annum). An additional collection charge will be levied if costs are incurred as a result of collection efforts on outstanding amounts.

7. Term. The Agreement shall be in effect for the Term unless terminated pursuant to these Terms and Conditions or renewed by consent of both parties. The Corner shall be entitled to suspend the Services in the event the Premises or portion thereof, are rendered unusable for any reason. The Corner shall not be liable for any damages by reason of suspending the Services.

8. Access to Premises. The Member shall have access to the Premises to use the Services only during Business Hours, unless otherwise approved in writing by The Corner.

9. Safety. The Member shall use the Services in a safe and respectful manner. The Member shall not use the Services in a manner detrimental to the safety of other members of The Corner or the Premises. The Corner shall not be liable for the treatment any other member of The Corner to the Member.

10. No Unlawful or Prohibited Use. The Member shall not use the Services for any unlawful purpose or any purpose prohibited by these Terms and Conditions. The Member shall not use the Services in any manner that would interfere with the use of the Services by any other member of The Corner. The Member shall not use the Services in any manner that could damage, disable, overburden, or impair any of The Corner’s property.

11. Confidentiality and Intellectual Property. The Member may have access to Confidential Information, and is obligated to maintain the confidentiality of, and is prohibited from disclosing, Confidential Information. All Confidential Information remains the property of The Corner or the respective disclosing party. Nothing in the Agreement will be construed as granting the Member any rights in the Confidential Information or any other intellectual property rights of The Corner or any member of The Corner.

12. Termination of Services. The Corner reserves any and all rights, whenever it observes that the actions of the Member are contrary to these Term and Conditions as determined by The Corner in its sole discretion, to terminate the provision of Services, without notice or delay. The Member will then have the obligation to return all modes of access to the Premises. The Corner does not provide refunds or credits for any Services cancelled as a result of a breach by the Member of these Terms and Conditions. Further, any amounts paid by the Member to The Corner in respect of the Services shall be forfeited by the Member as a reasonable estimation of liquidated damages and not as a penalty.

13. Disclaimer of Warranty.

THE CORNER MAKES NO WARRANTY, EXPRESS OR IMPLIED, REGARDING THE SERVICES. Without limiting the generality of the foregoing, The Corner will not be liable for any interruptions in service, loss of data, reliance on information obtained through the internet, interruptions in internet service for any reason, deletion of files or e-mail, lost data, unauthorized access to the Member’s records or files, errors, defects, damages to computers and stored information due to viruses, delays in operation or transmissions or any other delay or failure of performance. The Corner does not warrant uninterrupted use or operation of internet service nor does it warrant the speed of the internet service. The Member understands and acknowledges that the internet service may be disrupted in the event of an electric power outage, an interruption or suspension of the internet service, the failure of any of The Corner’s equipment or for any other reason beyond the control of The Corner.

14. Indemnity. The Member will be liable for and indemnify and hold harmless The Corner from and against any and all damages, claims, losses, actions, suits, proceedings or causes of action whatsoever, including legal fees and expenses on a solicitor-own client basis (a “Claim”) suffered or incurred by or brought against The Corner by reason of any negligent acts or omissions, willful misconduct or gross negligence or breach of contract by the Member or its employees, agents, contractors and subcontractors.

15. Limitations of Liability.

(a) The Member acknowledges that, except in the event of the gross negligence or willful misconduct of The Corner, its affiliates, and their respective directors, officers, employees and agents shall not be liable for any loss, damage or expense of the Member.

(b) FOR GREATER CERTAINTY, THE MEMBER ACKNOWLEDGES THAT THE CORNER, ITS AFFILIATES, AND THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS AND SUPPLIERS SHALL NOT BE LIABLE FOR ANY LOSS, DAMAGE OR EXPENSE OF THE MEMBER WHATSOEVER ARISING, DIRECTLY OR INDIRECTLY, OUT OF THE MEMBER’S USE OF THE SERVICES. WITHOUT LIMITING THE FOREGOING, IN NO EVENT SHALL THE CORNER HAVE ANY LIABILITY TO THE MEMBER FOR SPECIAL, INDIRECT , INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING FROM THE MEMBER’S USE OF THE SERVICES, INCLUDING, WITHOUT LIMITATION, LOSS OF PRODUCT, LOSS OF USE, UNRECOVERABLE OVERHEADS, LOSS OF BUSINESS OPPORTUNITY, LOSS OF ANTICIPATED PROFITS OR REVENUES AND BUSINESS INTERRUPTION LOSS, ARISING FROM ANY CAUSE WHATSOEVER, WHETHER BASED IN CONTRACT OR TORT INCLUDING, WITHOUT LIMITATION, NEGLIGENCE.

16. Survival. Sections 11, 14 and 15 of these Terms and Conditions will survive the termination or expiration of these Terms and Conditions and continue indefinitely.

17. Force Majeure. To the extent the performance by either party is prevented by a circumstance beyond its control (a “force majeure”) including, without limitation, an act of God, inevitable accident, storm, flood, fire, earthquake, explosion, peril of navigation, hostility, act of terrorism, war (declared or undeclared), insurrection, riots, sabotage, rebellion, industrial strikes, lockouts or other industrial action, executive or administrative order or act of either general or particular application of any government, whether de jure or de facto, or any official purporting to act under the authority of that government, prohibition or restriction by domestic or foreign laws, regulations or policies, quarantine or customs restrictions, breakdown or damage to or confiscation of property or other reason of a like nature which is not the fault of the party delayed in performing work or doing acts required under the terms of this Agreement, then performance of such term, covenant or act is excused for the period of the delay and the party so delayed shall not be liable to the other for damages. If such circumstance occurs, the party affected shall notify the other of the nature and impact of the force majeure on the parties, and shall resume performance as soon as possible, and the time for performance of the various terms of this Agreement shall be extended by an amount of time equal to the delay caused by the force majeure. Lack of funds or lack of markets is not a circumstance of force majeure and the provisions of this Section 17 do not operate to excuse the Member from the prompt and timely payment of any payments required by this Agreement.

18. Personal Information. The Corner collects personal information on its members, which it uses for the following purposes: (a) to communicate with its members; (b) to develop and maintain its relationships with its members; (c) to provide its Services or to receive services it requires in order to deliver the Services; (d) to ensure that all actions required for the purposes mentioned above are taken; (e) to understand and assess the interests, wants and needs of members with a view to improving current Services, or to offer new Services; (f) to manage its business; and (g) to fulfill its obligations under the law. Unless a member provides express consent or unless disclosure is otherwise required or allowed by law, The Corner will not disclose personal information regarding a member to anyone other than: (i) the member; (ii) a person who, in the reasonable judgement of The Corner, is seeking the information as an agent of the member; or (iii) an agent retained by The Corner in the collection of the member’s account, provided the information is required for and is to be used only for that purpose. The Member hereby expressly consents to The Corner requiring, obtaining from and providing to third parties, personal information on the Member or on the Member’s account, for the purposes set out above.

19. No Waiver. The failure of The Corner to enforce any provision of these Terms and Conditions, for whatever reason, shall not be construed as a waiver of any right to do so at any time

20. Severability. The Member agrees that if any portion of these Terms and Conditions is held invalid or unenforceable, the remaining portions will remain in full force and effect.

21. Assignment. These Terms and Conditions, and the rights or obligations herein contained, shall not be assigned by the Member. The Corner shall be entitled to assign its rights or obligations in these Terms and Conditions, or part thereof, without the prior consent of the Member.

22. Governing Law. These Terms and Conditions shall be governed by, and construed in accordance with, the laws applicable in the Province of Alberta. The parties hereby submit to the jurisdiction of the courts in the Province of Alberta and those courts designated to hear appeals therefrom, and each party: (a) irrevocably submits to the personal jurisdiction of such courts; (b) waives any objection to the commencement and conduct of any such action or proceeding in such courts; (c) waives any objection that such courts are an inconvenient forum or do not have jurisdiction over it; and (d) agrees that service of process upon it may be effected in the manner prescribed in this Agreement for giving notice.


23. Successors. These Terms and Conditions shall be binding upon the Member and his or her heirs, personal representatives, successors and permitted assigns, as applicable.

24. Further Assurances. The Member shall, upon request of The Corner, sign (or cause to be signed) all further documents, do (or cause to be done) all further acts, and provide all assurances as may reasonably be necessary or desirable to give effect to the terms of these Terms and Conditions.

25. Entire Agreement. The Agreement constitutes the entire agreement between the parties with respect to all of the matters herein and its execution has not been induced by, nor do either of the parties rely upon or regard as material, any representations or writings whatsoever made by or on behalf of either of the parties or their respective agents not expressly incorporated herein in writing.

END OF STANDARD TERMS AND CONDITIONS

(A copy of these Terms & Conditions is available upon request.)

Cobot Terms and Conditions

Cobot is the web platform used by The Corner Coworking 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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