Monthly Membership Terms and Conditions

THE SPEAK EASY

MEMBERSHIP AGREEMENT

This SPEAK EASY MEMBERSHIP AGREEMENT (this “Agreement”) is made by and between The Startup Accelerator Inc. dba The Speak Easy, an Indiana non-profit corporation (“We”, “us” or “The Speak Easy”) and the individual named on the membership registration page (the “Member”). The terms of this Agreement govern the Member’s access to and use of the general coworking or office space operated by The Speak Easy (the “Office Space”) and the space in which the Office Space is located (the “Premises”).

By checking the box on the preceding registration page (the “Registration Page”) that says “I accept the Speak Easy Terms and Condition,” and clicking the “Sign Up” button, the Member is accepting and agreeing to be bound by the terms of this Agreement. Please read this Agreement carefully as it contains obligations that are binding on the Member’s use of the Office Space and Premises. This Agreement is effective on the day the Member checks the box on the Registration Page and clicks the “Sign Up” button (the “Effective Date”).

The Speak Easy Services.

Services. Subject to the terms of this Agreement, The Speak Easy shall provide Member the following services (the “Services”): (a) access to the Office Space and the Premises; (b) regular maintenance of the Office Space; except that The Speak Easy shall not be responsible for any damage to the Office Space exceeding normal wear and tear, which such damage shall be the exclusive responsibility of Member; (c) furnishings for the Office Space of the quality and in the quantity typically provided to other office spaces or work stations, as determined by The Speak Easy in its sole discretion; (d) access to and use of the shared Internet connection; (e) use of the printers/copiers/scanners; (f) subject to availability and any rules applicable to reservations, use of the conference rooms in any of The Speak Easy’s locations during such building’s Regular Business Hours on regular business days; and (g) heat and air-conditioning in the Office Space during Regular Business Hours.

Permitted Use. The Office Space shall be used solely for general business office and networking purposes, and for no other purpose without The Speak Easy’s prior written consent.

Regular Business Hours. While Members may have access to the Premises at other times, as determined by The Speak Easy in its discretion, The Speak Easy’s regular business hours are all weekdays from 9:00 a.m. to 6:00 p.m., except (a) U.S. federal holidays; and (b) any dates and times during which The Speak Easy hosts an event or events in the Premises (“Regular Business Hours”).

Member List and Updates. Member is responsible for maintaining the accuracy of the Member’s name on the list of members (the “Member List”) maintained by The Speak Easy. If Member wishes to change or amend the Member List, before such changes take effect, the Member shall notify The Speak Easy via electronic mail to request such change(s). Only those individuals set forth on the Member List or otherwise contained within The Speak Easy’s records will be entitled to the benefits of the Services or access to the Premises. If the Member wishes to add additional Members, then the Member shall notify The Speak Easy via electronic mail and pay an additional fee for each such additional individual. The Speak Easy reserves the right to approve Members and limit the number of additional individuals included in the Member List.

Access. Each individual included on the Member List shall be provided access to the Premises using means chosen by The Speak Easy, in its sole discretion and subject to change. Access shall be limited to Members and those listed by Members on the Member List only and access shall not be permitted to any other person without the prior approval of The Speak Easy. No Member shall provide or permit access to the Premises or any of The Speak Easy locations to any non-Member, unless such Member is physically present at the location in question to provide or permit such access. If any individual is removed from the Member List, for any reason, then the Member’s access shall be immediately terminated. As of the Effective Date, The Speak Easy is using the Kisi mobile application (https://getkisi.com/) at the Premises and all of The Speak Easy’s locations. All use of the Kisi mobile application is subject to Kisi’s then current privacy policy (https://getkisi.com/legal/privacy) and terms and conditions (https://getkisi.com/legal/terms). All users of Kisi should review these policies and ensure compliance; The Speak Easy is not liable for users’ non-compliance with these policies.

Reservation of Rights. The Speak Easy is entitled to access the Office Space and/or the Premises, with or without notice, for maintenance, safety or emergency purposes. During such occurrences, The Speak Easy may temporarily move furniture contained in the Office Space and/or Premises. The Speak Easy reserves the right to move or alter the Office Space and Premises. The Speak Easy may modify or reduce the list of Services at any time, with prior notice. The Services may be provided by The Speak Easy, an affiliate or a third party.

Membership Fee. As consideration for the provision of Services hereunder, the Member shall pay the Speak Easy a fee (the “Membership Fee”) in the amount indicated on the Registration Page that pertains to the membership type that the Member selected. The Membership Fee shall be due and payable on the Effective Date and each subsequent monthly or yearly anniversary thereof, as applicable, depending on the membership term chosen by the Member on the Registration Page. The Speak Easy accepts payment of all amounts required by this Agreement by credit card payment, and payment of the Membership Fee shall be automatically billed to the credit card provided by the Member on the Registration Page unless the Member terminates this Agreement in accordance with its terms. Member shall promptly inform The Speak Easy of any changes to the use of any credit card for the payment of Membership Fees hereunder. The Membership Fee is subject to increases at the conclusion of any Term (as defined herein), in The Speak Easy’s sole and exclusive discretion. The Speak Easy shall have the right to withhold any Services or terminate this Agreement if any outstanding Membership Fees or other amounts required to be paid hereunder are due and have not been paid or if Member does not otherwise comply with the terms of this Agreement.

Term and Termination. The initial term of this Agreement shall begin on the Effective Date, continue for the period selected by the Member on the Registration Page (the “Initial Term”), and shall automatically renew for successive periods of the same length (each subsequent period being a “Subsequent Term” and collectively with the Initial Term, the “Term”). If Member wishes to change the length of any subsequent Term, Member shall notify The Speak Easy by electronic mail of such requested change. Either party shall have the right to terminate this Agreement, for any reason or for no reason, by providing the other party with thirty (30) days written notice of such party’s intent to terminate this Agreement. Immediately upon termination of this Agreement, the Member shall remove all of Member’s property (including the property of all individuals on the Member List) from the Office Space and Premises. If Member fails to remove any such property within three (3) days of the termination of this Agreement, then The Speak Easy shall have the right to dispose of any property remaining in such Member’s Office Space or the Premises, without any obligation to store such property, and in such event, Member hereby waives any claims or demands regarding such property whatsoever. In the event of a termination of a membership that is invoiced on an annual basis, Member shall be entitled to a prorated refund of the Membership Fee from the effective date of such termination through the remainder of the then current Term.

Speak Easy Rules. Member shall, and shall cause each individual on the Member List to, abide by and adhere to any other rules and regulations governing the use of the Office Space and Premises as determined by The Speak Easy (the “Rules”), in The Speak Easy’s sole discretion, which Rules may be communicated to Member by electronic mail, posted in the Office Space or Premises, or by any other means as reasonably determined by The Speak Easy. The Speak Easy shall have the right to add, delete or amend the Rules at any time, at The Speak Easy’s sole and absolute discretion.

Prohibitions. No Member or any individual on the Member List shall: (a) perform or conduct any activity that is reasonably likely to be disruptive or dangerous to other members of The Speak Easy, their guests, the Office Space, the Premises or any other property; (b) use the Services to conduct or pursue any illegal activities; (c) attach or affix any items to the walls, install antennas, or telecommunication lines or devices in the Office Space or Premises or bring additional furniture into the Office Space, without The Speak Easy’s prior written consent; (d) take, copy or otherwise misappropriate any information belonging to any other member of The Speak Easy; (e) use the names “The Speak Easy” or “Speak Easy,” or any The Speak Easy brand or logo, or use pictures or illustrations of the Office Space, the Premises or any building or other space owned or leased by The Speak Easy in any advertising, publicity or other purpose, without The Speak Easy’s prior written consent; (f) lend, share or transfer access to the Premises, or create any other means of entry to the Office Space or Premises to any third party; or (g) admit or provide access to any individuals under twenty-one years of age to any location in the Premises that provide access to alcoholic beverages unless such individuals are accompanied by a sufficient number of chaperones to prevent underage access to, handling of, or consumption of alcohol.

Personal Property and Waiver of Liability. Member hereby acknowledges and expressly agrees that such Member and all guests of Member are solely responsible for any and all loss, damage, destruction, or other casualty affecting any and all personal property, consumer goods, equipment, inventory, or other items (collectively, the “Member Items”) that such Member or any guest of the Member brings with such individual to, or leaves behind at the Premises or any location of The Speak Easy. Subject to the limitation contained in this Section 10, MEMBER HEREBY EXPRESSLY AND IRREVOCABLY WAIVES AND RELEASES THE SPEAK EASY AND ITS DIRECTORS, OFFICERS, EMPLOYEES, AND AGENTS FROM ANY AND ALL CLAIMS, CAUSES OF ACTION, DEMANDS, SUITS, PROCEEDINGS, LOSSES, DAMAGES, AND ANY OTHER LIABILITIES ARISING OUT OF OR RELATING TO THE MEMBER ITEMS AND ANY LOSS, DAMAGE, DESTRUCTION, OR OTHER CASUALTY EVENT RELATING THERETO.

Limitation of Liability; Indemnification.

Limitation of Liability. THE SPEAK EASY’S TOTAL LIABILITY TO MEMBER, ALL INDIVIDUALS ON THE MEMBER LIST AND ANY AND ALL GUESTS AND INVITEES OF MEMBER, FOR ANY REASON AND FOR ALL CAUSES OF ACTION, SHALL NOT EXCEED THE TOTAL AMOUNT OF MEMBERSHIP FEES PAID BY MEMBER DURING THE INITIAL TERM OR SUBSEQUENT TERM, AS APPLICABLE, IMMEDIATELY PRECEDING THE EVENTS GIVING RISE TO THE CLAIM. THE SPEAK EASY SHALL NOT BE LIABLE TO MEMBER, ANY INDIVIDUAL ON THE MEMBER LIST OR ANY GUEST OR INVITEE OF MEMBER, UNDER ANY CAUSE OF ACTION, FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFITS OR BUSINESS INTERRUPTION. THE MEMBER OR ANY INDIVIDUAL ON THE MEMBER LIST SHALL NOT COMMENCE ANY ACTION, SUIT OR PROCEEDING AGAINST THE SPEAK EASY, WHETHER IN CONTRACT, EQUITY, TORT, OR OTHERWISE UNLESS SUCH ACTION, SUIT, OR PROCEEDING IS COMMENCED WITHIN ONE (1) YEAR OF THE ACCRUAL OF SUCH CAUSE OF ACTION.

Indemnification. Member shall indemnify and hold harmless The Speak Easy and The Speak Easy’s employees, directors, and agents from and against any and all claims, liabilities, loss, and expenses including reasonable attorneys’ fees, resulting from any (i) breach of this Agreement by Member, any guests or invitees of Member, or any individual(s) gaining access to the Premises or Services using access provided to Member; and (ii) any negligent act or omission of Member any guests or invitees of Member with respect to the Office Space and Premises.

Miscellaneous.

Relationship of the Parties. The parties agree and acknowledge that (i) the relationship between The Speak Easy and Member shall not be considered that of landlord-tenant or lessor-lessee and this Agreement shall in no way shall be construed as to grant Member or any guest of the Member any title, easement, lien, possession or other rights in The Speak Easy, Office Space, Premises or any other property owned or leased by The Speak Easy; and (ii) the Agreement creates no tenancy interest, leasehold estate, or other real property interest.

Governing Law; Dispute Resolution. This Agreement shall be governed by the laws of the State of Indiana, without giving effect to any conflict of law principles. Any dispute between (i) The Speak Easy; and (ii) Member, any individual on the Member List or any invitee or guest of Member, shall first be attempted to be resolved by good-faith negotiation between the relevant parties. If the negotiation required in the immediately-preceding sentence fails for any reason, then any action or proceeding (if any) shall be brought in the state courts located in Marion County, Indiana. THE MEMBER AND ANY INDIVIDUAL ON THE MEMBER LIST HEREBY IRREVOCABLY WAIVE ANY RIGHT TO A TRIAL BY JURY OF ANY SUCH CLAIM OR CAUSE OF ACTION.

Subordination. This Agreement is subject and subordinate to the The Speak Easy’s leases of the Premises.

Severability. If any provision of this Agreement is found by a court of competent jurisdiction to be unenforceable for any reason, the remainder of this Agreement shall continue in full force and effect.

Notice. Any and all notices under this Agreement shall be given via electronic mail and shall be effective on the first (1st) business day after being sent. All notices to the Member will be sent to the electronic mail address provided by the Member on the Registration Page. Notices to The Speak Easy shall be sent to info@speakeasyindy.com.

Assignment. Member shall have no right to transfer or assign its rights and obligations under this Agreement without the prior written consent of The Speak Easy. The Speak Easy shall have the right to assign this Agreement.

Waiver. Neither party shall be deemed to have waived any right or remedy hereunder unless such waiver is in writing and signed by the waiving party.

Entire Agreement; Modification. This Agreement constitutes the entire agreement between the parties pertaining to its subject matter, and it supersedes all prior contemporaneous agreements, representations, and understandings of the parties. No supplement, modification, or amendment of this Agreement shall be binding unless executed in writing by all parties. 

Cobot Terms and Conditions

Cobot is the web platform used by The Speak Easy 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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