General Coworking (M2M) — Impact Hub Austin Monroe Terms and Conditions

Impact Hub Austin Member Agreement

Vuka Studios, LLC, DBA Impact Hub Austin (“Impact Hub”) was created by its staff (“Staff”) to foster and support an Impact Hub community at 411 W Monroe Ave and 5540 N Lamar Ave by providing its members with space, tables, phone rooms, custom furniture, hospitality, internet connectivity, a collaborative community, and other resources and stuff (such services, the “Impact Hub Stuff”). By joining Impact Hub, our members agree to certain rules for our community (“Rules of Impact Hub,” “Rules”). The goal of a community such as Impact Hub is to help each of us work hard, so we should be considerate of each other, play well together, follow the Rules of Impact Hub. If one of us doesn’t follow the Rules, it affects all of us and Impact Hub, and as a condition to membership, we each agree to abide by this Agreement (“Agreement”). Any questions about this Agreement, the Anti-Harassment Policy, or any rules not covered here, should be addressed by email to service@vukacollective.com. Otherwise, here are the Rules of Impact Hub, which all members, including you, agree to:

  1. Conduct. Behave well and treat others the way you would want to be treated. Keep in mind that people who are annoyed or offended may not tell you so directly, but instead engage less with Impact Hub, which hurts everybody. At the Staff’s discretion, or upon notice from other members, disruptive or abusive language or behavior (including pet behavior) will result in a warning and a mark against your membership (a “strike”). On the third strike, your membership will be revoked. Your membership may be revoked prior to the third strike upon the sole discretion of the Staff. These are the general rules we ask you to abide by: a. Indoor voice. We are all trying to get work done, so try to be mindful and respectful of others’ attention and time. Generally, if someone has their headphones on, please respect their privacy (that’s the most important rule we have). Impact Hub is not a library, and collaboration is encouraged, but this is a workplace, first and foremost. b. Phone calls. If you have a phone call and it will last just a minute or two, feel free to take it in the common areas. If you are going to be on the phone for more than that, please use the phone rooms (or phone booth, if you’re feeling old-timey). We paid to have them installed so that you and your fellow Impact Hub members could have some privacy and avoid the mental oddity of hearing half of a conversation. Some exceptions can be made, such as for those working in support jobs, where an occasional and not very talkative phone call of 5 minutes is necessary. We ask, however, that you keep your voice quiet, and, if you know that a call will persist for more than 5 minutes or be especially talkative, you take the call into a phone room. c. Anti-Harassment Policy. We have zero tolerance for harassing our members or guests of Impact Hub. Members or guests violating the Anti-Harassment Policy will be sanctioned or expelled from the space or the event at the discretion of the Staff. d. Guests. Feel free to invite friends or guests for lunch, a quick meeting, or just to say hello. However, if your guest is going to be here for more than an hour we would ask that they pay for a daily pass. Guests are required to adhere to the Rules of Impact Hub. e. Desk use. Every desk at Impact Hub Austin is for the community. At this point in time, we only offer upstairs permanent desks. Please do not leave property on the desks or around the communal desks when you will not be working there that day. Take home what you bring in, or arrange with the Staff for storage in an out-of-the-way area. Every evening and/or morning the desks will be cleared of items, which will be deposited in an area for collection. Leaving items on desks despite notice will result in a strike. f. Refrigerator. The refrigerator is primarily for storing that day’s food, beverages, and some occasional leftovers from events. As a general policy, food that is older than one week and taking up space will be thrown out. Containers or food left in the refrigerator may be thrown out at any time at the discretion of the Staff. Labeling your food will help us at least give you a heads up. g. Alcohol policy. It is fine to relax with a nice drink, but please don’t do it before 5 p.m. unless a special event is hosted by the venue. We do not tolerate intoxication at the space. Be mindful, too, that your “quitting time” does not match up with everybody else’s schedule. h. Overnight use. We understand that our members may need to pull a late night of work every now and again. However, under no circumstances is sleeping at the space overnight allowed. i. Heat & air conditioning. We set the heat and air conditioning on a schedule that makes sense for most people. Please do not raise or lower the temperature more than 3 degrees. If the heat or air conditioning do not seem to be working, please notify Impact Hub Staff. j. Locks. The doors are automatically locked most of the time. Do not do anything to allow the doors to be unlocked for any notable length of time. If you believe the doors are not locked when you leave the space, it is your duty to notify Impact Hub Staff of the situation.
  2. Community. Believe in yourself, believe in others, and especially believe in the collaborative power of the Impact Hub community. Network. Collaborate. Donate time and help to others. Work hard. Have fun. Improve Impact Hub for all. Give input to make Impact Hub better. And if this isn’t your sort of thing, see 1. Conduct.
  3. Environmental Stewardship. Impact Hub values responsible recycling in all possible forms. This includes disposing of refuse that could present dangers through the contamination and pollution of the environment. These forms of hazardous waste require special disposal techniques to make them harmless or less dangerous. Impact Hub has requested appropriate recycling totes from the City of Austin, in order that member might dispose of refuse responsibly. This policy herein mandates that refuse in question be disposed of accordingly; this includes items that may pose a threat to human health or the environment. Such items should not be thrown away with general municipal waste (e.g. printer cartridges, certain batteries, CFL bulbs, etc). Do your best to dispose of such waste accordingly, and when in doubt, check with a Impact Hub cofounder.
  4. Changes. We will do our best to notify members of changes to the Rules and this agreement. We will strive to keep an up-to-date copy of this agreement on Impact Hub’s website.
  5. Fees. We collect fees for monthly memberships, day passes, multi-packs, and after-hours usage through (mostly) automatic credit card billing. If you believe you have been billed in error, you should contact the Staff before disputing the charge with your card company (they are usually easy to solve). You are expected to pay for services up front; Impact Hub cannot maintain a “tab” for you.
  6. Termination. Any terminated memberships are subject to the cancellation period stated in the specific membership plan and members can cancel at any time with such notice.  For Staff terminations see section 1, Conduct for reference to what actions could lead to termination of your Impact Hub membership. Beyond those day-to-day rules, you agree not to use Impact Hub for any purpose that is unlawful, prohibited, or that could damage, disable or impair any of the Impact Hub Stuff, or keep other members from using the Impact Hub Stuff, or that would hurt Impact Hub as an ongoing business. This also means you won’t attempt to gain access to any computer systems or networks of Impact Hub (beyond general web access), or attempt to obtain any materials or information not intentionally made available to all Impact Hub members. If you attempt to do any of these bad things, then forget about the three strikes under Rules of Impact Hub No. 1, as your membership may be terminated immediately with notice from Impact Hub.
  7. Proper Use. You also agree not to use Impact Hub or Impact Hub Stuff in connection with: a. Contests, pyramid schemes, chain letters, junk email, spamming or similar annoying behavior; b. Defaming, abusing, harassing, threatening or otherwise violating the legal rights (such as privacy and publicity) of others; c. Posting, distributing or disseminating inappropriate, profane, defamatory, obscene, indecent, or unlawful material or information; d. Uploading, reproducing, using, performing or otherwise making available, images, software or other material or information which infringes another’s rights, or is protected by intellectual property laws where you don’t own or license such rights; and e. Uploading or using files that contain viruses, corrupted files, or any other similar software or programs that may damage the computers or property of Impact Hub or another member.
  8. Confidences. You acknowledge that during your membership in Impact Hub, you are going to be exposed to Impact Hub Confidences. “Impact Hub Confidences” means information (such as business information, trade secrets, technology, customers and prospects, and other secret stuff) disclosed by Impact Hub or by other members of Impact Hub (including through your keen observation) that is confidential or proprietary in nature and simply just not known by others. It’s plain and simple - you agree to keep confidential and not to disclose or use Impact Hub Confidences, you understand that they remain the exclusive property of whomever disclosed them, and you don’t acquire any rights to such Impact Hub Confidences.
  9. Complaints. Please don’t make defamatory or disparaging comments about Impact Hub or other members. Frankly, if you don’t have anything good to say, then keep it to yourself or let us know about it. We can probably fix it or at least talk about it.
  10. Liability. Neither Impact Hub nor its members will assume any liability to you with respect to your access to, participation in, use of Impact Hub or Impact Hub Services, or any loss of information or other property resulting from such participation or use. Basically, if you leave stuff here and it disappears, we are not liable (but we will certainly look into how it happened and work to prevent such losses). Impact Hub will not assume liability for damages or injuries to clients, guests, or other parties that members may invite to the Impact Hub space. We would be glad to put you in touch with our insurance agent about a general liability policy, if this is of particular concern.
  11. Disclaimer. Legal types ask that the following sections be CAPITALIZED, which means you’re really supposed to pay attention (frankly, you’re supposed to pay attention to ALL these Rules of Impact Hub). Here goes: a. IMPACT HUB PROVIDES IMPACT HUB SERVICES “AS IS” AS A SERVICE AND NOT AS A LEASE OF REAL PROPERTY, AND DISCLAIM ALL WARRANTIES AND CONDITIONS, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR USE, TO THE EXTENT PERMITTED BY LAW. THERE IS ALSO NO WARRANTY OF TITLE, QUIET ENJOYMENT OR POSSESSION. THE ENTIRE RISK OF PARTICIPATING IN OR USING IMPACT HUB SERVICES, REMAINS WITH YOU. b. IN NO EVENT SHALL IMPACT HUB 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 OF GOOD FAITH OR OF REASONABLE CARE), NEGLIGENCE, AND ANY OTHER LOSS) ARISING OUT OF OR IN ANY WAY RELATED TO IMPACT HUB SERVICES OR OTHERWISE, TO THE EXTENT PERMITTED BY LAW.
  12. Indemnification. Besides all that CAPITALIZED stuff in 11 above, as a Disclaimer, you also release, and agree to indemnify, defend and save harmless Impact Hub, 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 or fraud, breach or violation of the Rules of Impact Hub or otherwise suffered in connection with your participation in Impact Hub or use of Impact Hub Services.
  13. Consent. You are near the end, so keep your pace up. Take note that you can’t assign this Agreement without the prior written consent of Impact Hub. Since Impact Hub is situated in the City of Austin, we all agree that the law of the great State of Texas governs this Agreement. And we further agree that exclusive jurisdiction and venue for all purposes under this Agreement shall be in Austin, Texas and everybody consents to such jurisdiction and venue. Finally, in the highly unlikely event that 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.

Cobot Terms and Conditions

Cobot is the web platform used by Impact Hub Austin - Monroe 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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