Unità ES #105 Native Terms and Conditions

 1. This Agreement

1.1 Nature of this agreement: This agreement is the commercial equivalent of an agreement for accommodation(s) in a hotel. The whole of the Property remains in Unita’s possession and control. The member accepts that this agreement creates no tenancy interest, leasehold estate or other real property interest in the member's favor with respect to any space provided by Unita. Unita is giving the Member the ability to share with Unita the use of the Property on these terms and conditions, as supplemented by the House Rules, which are attached as Exhibit A so that Unita can provide the services to the Member. This Agreement is personal to the Member and cannot be transferred to anyone else without prior consent from Unita unless such transfer is required by law. Unita will not unreasonably withhold its consent to an assignment to a parent, subsidiary or affiliate of Member provided that Member and assignee execute an Assignment of Agreement which will require assignee to assume all of Member’s obligations and will not release the Member. This agreement is composed of the front page describing the accommodation(s), the present terms and conditions, and the House Rules.

1.2 Comply with House Rules: The Member must comply with any House Rules which Unita provides for members and guests of the Property. Unita reserves the right to amend the House Rules at its sole discretion.

1.3 Automatic Renewal: This agreement lasts for the period stated herein and will be extended automatically for successive periods equal to the current term until terminated by the member or by Unita pursuant to section 1.4. All Periods shall run to the last day of the month in which they would otherwise expire. The fees on any renewal will be at the then-prevailing market rate.

1.4 Termination: Either Unita or the member can terminate this agreement, by giving at least thirty days' written notice to the other.

1.5 Immediate Termination: To the maximum extent permitted by applicable law, Unita may terminate this agreement immediately by giving the Member notice and without need to follow any additional procedure if (a) the Member becomes insolvent, bankrupt, goes into liquidation or becomes unable to pay its debts as they fall due, or (b) the Member is in breach of one of its obligations and the Member has failed to cure within three (3) days of that notice, or (c) the Member’s or the Member’s visitor(s) is incompatible with ordinary office use and (i) such conduct is repeated despite the Member having been given a warning or (ii) such conduct is material enough (in Unita’s sole discretion) to warrant immediate termination. If Unita terminates this agreement for any of these reasons, the Member is still required to pay and/or perform any outstanding obligations, including the payment of additional services used, requested or required under this Agreement. The Member will also be required to pay the remainder of

any amounts due for the monthly office fee.

1.6 If the Property is no longer available: In the event that Unita is permanently unable to provide the services and accommodation(s) at the Property, then this agreement will terminate and the Member will only have to pay monthly office fees up to the date the Property became unavailable plus payment for any additional services the Member has used.

1.7 End of agreement: When this agreement ends the Member is to vacate the accommodation(s) immediately, leaving the accommodation(s) in the same condition as it was when the Member took it. Upon the Member’s departure or if the Member, at its option, chooses to relocate to different rooms within the Property, Unita will charge an Office Restoration Service fee to cover normal cleaning and testing and to return the accommodation(s) to its original state. Unita reserves the right to charge additional reasonable fees for any repairs needed above and beyond normal wear and tear. If the Member leaves any property in the Property, Unita may dispose of it at the Member’s cost in any way Unita chooses without owing the Member any responsibility for it or any proceeds of a sale. If the Member continues to use the accommodation(s) when this agreement has ended the Member is responsible for any loss, claim or liability Unita incurs as a result of the Member’s failure to vacate on time.

1.8 Notices: All formal notices must be in writing, which includes e-mail, to the address written above.

1.9 Applicable law: This agreement is interpreted and enforced in accordance with the law of California. All dispute resolution proceed- ings will be conducted in Los Angeles County, California. If any provision of these terms and conditions is held void or unenforceable under the applicable law, the other provisions shall remain in full force and effect.

2. Services and Obligations

2.1 Office accommodation(s): Unita is to provide the number of serviced office accommodation(s) for which the Member has agreed to pay in the Property stated in this agreement. This agreement lists the accommodation(s) Unita has initially allocated for the Member’s use. The Member will have a non-exclusive right to the office allocated to it. Each office is allowed to have up to five members. Unita may need to allocate different accommodation(s) to the Member, but these accommodation(s) will be of a reasonably equivalent size and Unita will notify the Member with respect to such different accommodation(s) in advance.

2.2 Office Services: Unita will provide access to a printer. The Member may print up to 250 pages from the printer per month. Unita will also provide internet access. If Unita decides that a request for any particular service is excessive, it reserves the right to charge an additional fee.

2.3 UNITA’S INFORMATION TECHNOLOGY: UNITA DOES NOT MAKE ANY REPRESENTATIONS AS TO THE SECURITY OF UNITA’S NETWORK, THE INTERNET, OR OF ANY INFORMATION THAT THE MEMBER PLACES ON IT. The Member is solely responsible for adopting security measures (such as encryption) that are appropriate to its circumstances. Unita cannot guarantee that a particular degree of availability will be attained in connection with the Member’s use of Unita’s network (or the internet). Unita shall not have any liability for any issues related to the internet and network, including connectivity and security.

3. Providing the Services

3.1 Access to the accommodation(s): Unita may need to enter the Member’s accommodation(s) and may do so at any time. However, unless there is an emergency or the Member has given the notice to terminate, Unita will attempt to notify the Member verbally or electronically in advance when Unita needs access to carry out testing, repair or works other than routine inspection, cleaning, and maintenance. Unita will also endeavor to respect reasonable security procedures to protect the confidentiality of the Member’s business.

3.2 Availability at the start of this agreement: If for any reason Unita cannot provide the accommodation(s) stated in this agreement by the date when this agreement is due to start it has no liability to the Member for any loss or damages incurred by the but the Member may cancel this agreement without penalty. Unita will not charge the Member the monthly office fee for accommodation(s) the Member cannot use until it becomes available. Unita may delay the start date of this agreement provided it provides to the Member alternative accommodation(s) that shall be at least of equivalent size to the accommodation(s) stated in this agreement.

3.3 No refunds. Member is not entitled to any refunds of any fees or other amounts paid by the Member in connection with the services provided by Unita.

4. Accommodation(s)

4.1 Alteration of Property: The Member must not alter any part of the Property and must take good care of all parts of the Property, its equipment, fixtures, fittings, and furnishings which the Member uses. The Member is liable for any damage caused by it or those in the Property with the Member’s permission or at the Member’s invitation whether express or implied, including but not limited to all employees, contractors, agents or other persons present on the premises.

4.2 Office equipment: The Member must not install any cabling, information technology (“IT”), or telecom connections without Unita’s written consent, which Unita may refuse at its absolute discretion. As a condition to Unita’s consent, the Member must permit Unita to oversee any installations (for example IT or electrical systems) and to verify that such installations do not interfere with the use of the accommodation(s) by other members, Unita, or any landlord of the

building. The Member will also obtain Unita’s consent before moving any furniture into the office.

4.3 Insurance: The Member is responsible for obtaining any insurance for its own property and for its own liability to its employees and to third parties. Unita strongly recommends that the Member obtain such insurance.

5. Use

5.1 Use of Property: The Member must only use the accommodation(s) for office purposes. Office use of a “retail” or “medical” nature, involving frequent visits by members of the public, are not permitted.

5.2 Provision of services similar to Unita: The Member’s business must not compete with Unita’s business of providing serviced office accommodation(s) or its ancillary services.

5.3 The Member’s name and address: The Member may only carry on that business in its name or some other name that Unita previously agrees.

5.4 Use of the Property Address: The Member may use the Property address as its business address. Any other uses are prohibited without Unita’s prior written consent.

5.5 Use of Common Areas: Unità can give access to non-members to hold private events, photo shoot or off-site meetings in common areas anytime. In the circumstance of particular event being private, members access to the specific common area may be prohibited. Unità will try to limit private events to a minimum and off business hours and weekends.

6. Compliance

6.1 Compliance with the law: The Member must comply with all relevant laws and regulations in the conduct of its business in relation to this agreement. The Member must do nothing illegal in connection with its use of the Property. The Member must not do anything that may interfere with the use of the Property by Unita or by others, (including but not limited to political campaigning or immoral activity), cause any nuisance or annoyance, engage in any conduct that would increase Unita’s insurance premiums, or cause loss or damage to Unita (including damage to reputation) or to the owner of any interest in the building which contains the Property the Member is using.

6.2 Illegal activity: If Unita has been advised by any government authority or law enforcement agency that it has reasonable suspicion that the Member is conducting illegal activities from the Property then Unita shall be entitled to terminate this agreement with immediate effect. The Member acknowledges that (a) the terms of this clause are a material inducement in Unita’s execution of this agreement and (b) any violation by the Member of this clause shall constitute a material default by the Member hereunder, entitling Unita to terminate this agreement, without further notice or procedure.

6.3 Personal data: The Member acknowledges and accepts that its personal data may be transferred or made accessible to all entities of Unita, wherever located, for the purposes of providing the services herein.

7. Unita’s Liability

7.1 Waiver of Claims: To the extent permitted by law, the Member, on the Member’s own behalf and on behalf of the Member’s members, employees, agents, guests and invitees, waive any and all claims and rights against Unita and Unita’s landlord at the Property and Unita’s and its affiliates, parents, and successors and each of Unita’s and their employees, assignees, officers, agents and directors (collective- ly, the “Unita Parties”) resulting from injury or damage to, or destruction, theft, or loss of, any property, person or pet.

7.2 Limitation of Liability: The aggregate monetary liability of any of the Unita Parties to the Member or the Member’s members, employees, agents, guests or invitees for any reason and for all causes of action, will not exceed the total Membership Fees paid by the Member to Unita under this Agreement in the twelve (12) months prior to the claim arising. None of the Unita Parties will be liable for any cause of action, for any indirect, special, incidental, consequential, reliance or punitive damages, including loss of profits or business interruption. UNITA WILL NOT IN ANY CIRCUMSTANCES HAVE ANY LIABILITY FOR LOSS OF BUSINESS, LOSS OF PROFITS, LOSS OF ANTICIPATED SAVINGS, LOSS OF OR DAMAGE TO DATA, THIRD PARTY CLAIMS OR ANY CONSEQUENTIAL LOSS UNLESS UNITA OTHERWISE AGREES IN WRITING. UNITA STRONGLY ADVISES THE MEMBER TO INSURE AGAINST ALL SUCH POTENTIAL LOSS, DAMAGE, EXPENSE OR LIABILITY. You acknowledge and agree that you may not commence any action or proceed against any of the Unita Parties, whether in contract, tort, or otherwise, unless the action, suit, or proceeding is commenced within one (1) year of the cause of action’s accrual.

7.3 Indemnification: The Member will indemnify and hold harmless the Unita Parties from and against any and all claims, liabilities, and expenses including reasonable attorneys’ fees, resulting from any breach of this Agreement by the Member or the Member’s members guests, invitees or pets or any of your or their actions or omissions. The Member is responsible for the actions of and all damages caused by all persons and pets that the Member, the Member’s members guests invite to enter any of the Property. The Member shall not make any settlement that requires a materially adverse act or admission by Unita or imposes any obligation upon any of the Unita Parties without Unita’s written consent. None of the Unita Parties shall be liable for any settlement made without its prior written consent.

8. Fees

8.1 Service Retainer/Deposit: The Member will be required to pay a deposit equivalent to one month of the monthly office fee upon entering into this agreement unless a different amount is specified on the front of this agreement. This will be held by Unita as security for the performance of all the Member’s obligations under this agreement. The deposit, or any balance once outstanding fees and other costs are deducted, will be returned to the Member when the Member has terminated this Agreement and vacated the Property.

8.2 Increase in deposit: Unita may require the Member to pay an increased deposit if outstanding fees exceed the one month deposit provided at the time this Agreement is executed and/or the Member frequently fails to pay Unita when due.

8.3 Payment: Unita will send all invoices electronically, and the Member will make payments via an automated method such as Direct Debit or Credit Card, wherever local banking systems permit.

8.4 Late payment: If the Member does not pay fees when due, or within five days thereafter, a fee will be charged on all overdue balances in the amount of $75.00. If the Member disputes any part of an invoice the Member must pay the amount not in dispute by the due date or be subject to late fees. Unita also reserves the right to withhold services (including denying the Member access to its accommodation(s)) while there are any outstanding fees and/or interest or the Member is in breach of this agreement.

8.5 Insufficient funds: The Member will pay a fee in the amount of $35.00 for any returned check or any other declined payments due to insufficient funds.

8.6 Office fee: The monthly office fee and any recurring services requested by the Member are payable monthly in advance. Unless otherwise agreed in writing, these recurring services will be provided by Unita at the specified rates for the duration of this Agreement (including any renewal). For a period of less than a month, the fee will be applied on a daily basis.

Cobot Terms and Conditions

Cobot is the web platform used by Unità 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.