SUBSCRIPTION SERVICE AGREEMENT
TERMINOLOGY USED IN THIS DOCUMENT
LAUNCHPAD refers to Launchpad Coworking.
Spacer refers to the undersigned spacer of LAUNCHPAD.
o Primary Spacer refers to main contact person for a Fixed Desk group subscription or an Office Room
o Secondary Spacer refers to the other Spacers that will occupy the Fixed Desk or Office Room
o Primary and Secondary Spacers signing under one group subscription (Fixed Desk/Office Room) are associated Spacers
Spacer Organization refers to any business entities associated with Spacer
Subscription refers to the package availed of by a Spacer.
Services refer to the services and amenities provided by LAUNCHPAD.
Guests are all non-spacers who are invited into LAUNCHPAD.
Space refers to the LAUNCHPAD premises.
Cycle refers to the start of each monthly cycle counting from the first day of the Subscription Period indicated on the Subscription Form.
1. NO UNLAWFUL OR PROHIBITED USE
1.1. As a condition of your use of the Services, you will not use the Services for any purpose that is unlawful or prohibited by applicable laws, and these terms, conditions and notices. You may not use the Services in any manner that could damage, disable, overburden, or impair any LAUNCHPAD server, or the network(s) connected to any LAUNCHPAD server, or interfere with any other partyʼs use and enjoyment of any Services. You may not attempt to gain unauthorized access to any Services, or accounts, computer systems or networks connected to any LAUNCHPAD server or to any of the Services, through hacking, password mining or any other means.
2. USE OF SERVICES
You agree that when participating in or using the Services, you will not:
2.1. Use the Services in connection with contests, pyramid schemes, chain letters, junk email, spamming, spimming or any duplicative or unsolicited message (commercial or otherwise);
2.2. Defame, abuse, harass, stalk, threaten or otherwise violate the legal rights (such as rights of privacy and publicity) of others;
2.3. Publish, post, upload, distribute or disseminate any inappropriate, profane, defamatory, obscene, indecent or unlawful topic, name, material or information on or through LAUNCHPAD servers, noticeboards, events or LAUNCHPAD spaces;
2.4. Upload, or otherwise make available, files that contain images, photographs, software or other material protected by intellectual property laws, including, by way of example, and not as limitation, copyright or trademark laws (or by rights of privacy or publicity) unless you own or control the rights thereto or have received all necessary consent to do the same;
2.5. Obtain or attempt to obtain any materials or information through any means not intentionally made available through the Services.
2.6. Use any material or information, including images or photographs, which are made available through the Services in any manner that infringes any copyright, trademark, patent, trade secret, or other proprietary right of any party;
2.7. Upload files that contain viruses, Trojan Horses, worms, time bombs, cancelbots, corrupted files, or any other similar software or programs that may damage the operation of anotherʼs computer or property of another;
2.8. Download any file(s) that you know, or reasonably should know, cannot be legally reproduced, displayed, performed, and/or distributed in such manner;
2.9. Restrict or inhibit any other user from using and enjoying the Services;
2.10. Violate any code of conduct or other guidelines which may be applicable for any particular Service (including the House Rules of LAUNCHPAD);
2.11. Harvest or otherwise collect information about others, including email addresses, without the authorization or consent of their owners;
2.12. Violate any applicable laws or regulations;
2.13. Misrepresent himself or herself to the LAUNCHPAD community, either in person or online;
2.14. Create a false identity for the purpose of misleading others;
2.15. Will not allow any guest(s) or such Spacers to enter the Space without registering such guest(s) according to our policies;
2.16. Perform any activity that is reasonably likely to be disruptive or dangerous to other spacers, their guests, or their property;
2.17. Use the Services to conduct or pursue any illegal activities;
2.18. Use the Services to conduct any activity that is generally regarded as offensive;
2.19. Attach or affix any items to the walls, install antennas, or telecommunication lines or devices in the office space or bring additional furniture into the office space, in each case without our prior written consent;
2.20. Take or copy information belonging to other spacers or their guests
2.21. Use the name “LAUNCHPAD” or use pictures or illustrations of the Space in any advertising, publicity or other purpose, without our prior written consent;
2.22. Use the office space in a “retail,” “medical,” or other nature involving frequent visits by spacers of the public
Subject to the terms of this Agreement, LAUNCHPAD will provide each Spacer services including but not limited to those described below. These services are referred to in this Agreement as the “Services.”
3.1. Space Use. Access to the shared or office room space specified in the Subscription Form. All Subscriptions include use of the pantry, lounge and coworking space.
3.1.1. Upon completion of the Subscription Service Agreement, Spacer will be allowed access to LAUNCHPAD during regular business hours.
3.1.2. A LAUNCHPAD staff will be onsite during regular business hours.
3.1.3. Access to the shared or office room space specified in the Subscription Form.
3.2. LAUNCHPAD Furnishings. LAUNCHPAD provides Spacers use of furnishing in all areas.
3.2.1. LAUNCHPAD Furnishings provided are the sole property of LAUNCHPAD.
3.2.2. LAUNCHPAD Furnishings shall not be removed from LAUNCHPAD.
3.2.3. LAUNCHPAD Furnishings may only be moved upon written approval of LAUNCHPAD staff.
3.2.4. Any damage to LAUNCHPAD Furnishings by Spacer are the sole responsibility of the Spacer. Spacer may be liable for the full replacement cost of any items damaged by spacer.
3.2.5. Any damage to LAUNCHPAD Furnishings by Guests are the sole responsibility of the Spacer.
3.2.6. LAUNCHPAD does not guarantee LAUNCHPAD Furnishings for any particular purpose or usage.
3.3. Spacer Furnishing and Belongings. Spacers are encouraged to bring furnishings and belongings if they reserve a fixed desk or office room.
3.3.1. Spacer Furnishing and Belongings must be left within reserved space only.
3.3.2. LAUNCHPAD is not responsible in any way for Spacer Furnishings or Belongings.
3.3.3. Spacers should safeguard their Furnishings and Belongings.
3.4. Shared Meeting Room. Subject to availability, Spacers are entitled to use of the meeting room during LAUNCHPAD regular business hours on regular business days. Special arrangement must be made with LAUNCHPAD staff for usage of meeting room outside of regular business hours.
3.4.1. Spacers are entitled to a number of meeting room hours per month specified in the Subscription Form.
3.4.2. Monthly subscriptions include meeting room hours which can be used to reserve available meeting rooms. Hours can be used in any of our meeting rooms that are available. Check subscription level for the number of hours included in your subscription.
3.4.3. Additional reserved time past the included hours is billed at current prevailing rate available on the website.
3.4.4. Meeting room hours are only valid for the month in which they are allocated. No month to month cumulation, roll overs or pre-usage of future hours are allowed.
3.4.5. Coworking Desk Spacers have NO reserved meeting room hours included in their Subscription. Any conference or meeting room usage is billable at the current prevailing rate for such Spacers and usable during standard office hours.
3.5. Shared Space. The LAUNCHPAD Coworking Desk area, lounge, and pantry are Shared Spaces.
3.5.1. Shared spaces can be used by all spacers.
3.5.2. Coworking Desk area is the primary work area of Coworking Desk spacers.
3.5.3. Shared spaces are to be used by Spacers and Guests on a temporary basis, meaning reserving desks or work areas is not permitted, personal and work items should not be left overnight, and all work areas used by Spacers should be cleaned and items removed when finished working.
3.6. Events in the Shared Space. From time to time, LAUNCHPAD will have events in the Shared Space.
3.6.1. The events will almost always be at night or on weekends.
3.6.2. Spacers are invited to all events organized by LAUNCHPAD. Exclusive and private events are exceptions.
3.6.3. All LAUNCHPAD events will be advertised in advance in the events calendar.
3.6.4. If not attending the events, feel free to sit in the lounge or pantry or any of the other spaces that LAUNCHPAD will open up during the event time.
3.6.5. LAUNCHPAD will reconfigure the main area during events by removing the tables and adding more chairs.
3.7. Fixed Desk and Office Room. Some Subscription Agreements will contain occupancy of fixed desks and office rooms.
3.7.1. Primary Spacer acknowledges that office space has a limited capacity. Whether or not additional Secondary Spacers are included in the Primary Spacer’s account, no more than that capacity is permitted to work in the Fixed Desk or Office Room at any given time. Office space capacity is listed on the Subscription Form.
3.8. Guests. LAUNCHPAD allows Guests (Visitors) for all Fixed Desk and Office Room Spacers.
3.8.1. Fixed Desk and Office Room Spacers are allowed up to two (2) guests per month.
3.8.2. Meeting Room usage will allow visitors up to the standard capacity of the room.
3.8.3. All non-spacer visitors must check in at the front desk and may be required to pay a fee for usage of the space that exceeds 2 hours.
3.8.4. Spacers are required to have ALL visitors check in with the front desk prior to usage of the space.
3.9. Mail and Package Handling. LAUNCHPAD will accept mail and deliveries on behalf of Spacers or Spacer Organizations during regular business hours on our regular business days.
3.9.1. Office Room, Coworking Desk, and Fixed Desk subscriptions with a minimum subscription period of six (6) months include unlimited mail reception. LAUNCHPAD will receive letters, sign for packages, and place them in reserved space unless otherwise instructed.
3.9.2. Office Room, Coworking Desk, and Fixed Desk Subscriptions with a minimum subscription period of one (1) month may add this service with a set-up fee of P1,000.00 / month.
3.9.3. LAUNCHPAD will keep Spacer mail with LAUNCHPAD staff until Spacer is able to pick it up.
3.9.4. Following subscription cancellation, all mail will be returned to sender after one week.
3.9.5. All mail, packages, or deliveries of any kind received for non-spacers, walk-in/day spacers or expired spacers will be returned to sender.
3.10. Facility Maintenance. Regular maintenance of the office space will be provided by LAUNCHPAD.
3.10.1. LAUNCHPAD will be professionally cleaned regularly and as needed.
3.10.2. Garbage and recycling will be emptied 3x/week.
3.10.3. LAUNCHPAD will provide air-conditioning in the office space during regular business hours on regular business days.
3.10.4. Any maintenance resulting from damage, misuse or mistreatment by a Spacer will be billed to that Spacer in their next monthly subscription bill at up to the actual cost.
3.11. Facility Security. LAUNCHPAD provides all monthly Spacers with access within regular business hours.
3.11.1. All exterior doors are to remain closed at all times until expressly opened by LAUNCHPAD staff.
3.11.2. Spacers with Office Rooms will access their office using a key to be provided at the start of the Subscription Period.
3.11.3. LAUNCHPAD is equipped with security cameras throughout the space.
3.11.4. For security reasons, LAUNCHPAD may regularly record via video certain areas in the Space;
3.11.5. Spacers should safeguard LAUNCHPAD property.
3.11.6. Spacers responsible will be liable for replacement fees should any such property be lost, stolen or destroyed.
3.12.1. All keys are the property of LAUNCHPAD and should never be duplicated for any reason.
3.12.2. Spacer may not lend, share or transfer any keys to any third party.
3.12.3. All keys shall be returned to LAUNCHPAD at the end of the Subscription Period unless renewed by the Spacer.
3.12.4. A fee of P200.00/key will be charged for any lost key.
3.13. Network, Internet and IT Infrastructure. Spacers are entitles to unlimited access to and use of the shared Internet connection.
3.13.1. The Wired and Wireless networks are shared infrastructure. Network abuse may results in reduction in Spacer bandwidth. Repeated abuse may result in termination of Subscription.
3.13.2. LAUNCHPAD may provide Spacers with other IT amenities as they become available including but not limited to free storage and backup.
3.13.3. LAUNCHPAD does NOT make any warranties or guarantees about security and it’s the customer's responsibility to secure their own personal machine with intrusion detection/prevention software (firewall) and antimalware.
3.14. Spacer Portal. LAUNCHPAD will provide a Spacer portal with valuable Spacer only offers, the Spacer only event calendar, conference room calendar, Subscription billing and billing history and other Spacer only perks.
3.14.1. Discounts on LAUNCHPAD event space. See site for details.
3.14.2. Access to LAUNCHPAD Subscription program benefits. See site for details.
3.15. Children and Pets. As in any commercial office or studio LAUNCHPAD is not covered for the risks and liabilities associated with children. Therefore their presence is discouraged and they only enter the premises at their own risk and that of their parents / guardians. Pets are strictly not allowed in the Space.
3.16. Staff on site. LAUNCHPAD Staff will be available on-site during regular business hours/days.
3.16.1. “Regular business hours” are generally from 9:00 a.m. to 7:00 p.m from Monday to Friday.
3.16.2. LAUNCHPAD Staff may not always be available during “regular business hours”.
4.1. Types of Subscription. LAUNCHPAD Subscription can come in many forms from single day passes to multi-month desks and offices. All current LAUNCHPAD Subscriptions are defined on the www.launchpadcoworkingph.com website.
4.2. Guest/Daily Coworking Desk Subscription. Guest/Daily Coworking Desk Spacers are entitled to limited Services. Please refer to the LAUNCHPAD website for more details on Subscription Package Inclusions. Add-on Services availed will be charged the appropriate fees as indicated.
4.3. Primary Spacer. A Primary Spacer has the sole authority to make changes to or terminate this Agreement. An executive officer of the company has authority to override the request of a Primary Spacer, provided that LAUNCHPAD receive such request within 24 hours following such Primary Spacer’s request. Executive officer of the company has the authority to remove or replace the current Primary Spacer. In certain circumstances, the individual designated as the Primary Spacer may cease to provide services to the company or cease using the office space regularly. Unless LAUNCHPAD receives instructions from an executive officer of the company, LAUNCHPAD will use our reasonable judgment in designating a replacement Primary Spacer. LAUNCHPAD will be entitled to rely on communications to or from such person as notice from or to the company. LAUNCHPAD is entitled to request reasonable information to confirm that an individual claiming to be an executive officer of the company truly is one.
4.4. Subscription Payment. Spacer shall make payment to LAUNCHPAD in the form of cash/check/credit card.
4.5. Security Deposits.
4.5.1. Security deposits are up to 1 month depending upon Subscription. This shall be paid upon application of Subscription and shall act as a guarantee for the space.
4.5.2. The security deposit is not intended to be a reserve from which fees may be paid. In the event Spacer owes LAUNCHPAD other fees, they will not be deducted from the security deposit, but must pay them separately. The security deposit amount must remain the same for the duration of the agreement.
4.5.3. Upon termination of Subscription, the security deposit may be applied to repairs resulting from any damage caused by Spacer or any amounts due.
4.5.4. Any balance remaining on the security deposit will be returned to Primary Spacer no later than thirty (30) days following the termination of this Agreement, subject to the complete satisfaction of your obligations under this Agreement.
4.6. Subscription Charges. During the term of this Agreement, LAUNCHPAD will process payment for your Subscription fee and other outstanding fees, in advance. The Subscription fee covers Subscriptions for only the number of Spacers indicated.
4.7. Billing Schedule.
4.7.1. All Subscription invoices will be generated 15 days before the start of the next Cycle and delivered to the Primary Spacer via e-mail. Spacer should review all charges upon receipt.
4.7.2. All payments must be received in full no later than 5 days prior to the start of each Cycle.
4.8. Overage Fees. Subscription entitles Spacers to a certain number of pre-paid Services (meeting room) as specified on the Subscription Form. Spacers exceeding allocated amounts will be responsible for paying fees for such overages. The current fee schedule is always posted in the front desk.
4.9. Past Due Payments/Late Payment of Subscription Fees. Should payment of monthly Subscription fee(s) or any other accrued and outstanding fee(s) not be received in full five (5) days prior to the start of each Cycle, you will be assessed a late fee equivalent to five percent (5%) of the outstanding fees.
4.10. Outstanding Fees. LAUNCHPAD may withhold Services or terminate this Agreement if any outstanding fees are due beyond ten (10) calendar days from the start of the Cycle. In this event, LAUNCHPAD reserves the right to release to other Spacers any spaces that have been allocated to the defaulting Spacer.
4.11. Changes to Fees. Subscription fees may be subject to increases during the term of this Agreement. LAUNCHPAD will do it’s best to limit Subscription Fee changes to once a year. Other service fees are subject to increase from time to time. LAUNCHPAD will notify Spacers at least thirty (30) days prior to fee increases.
4.12. Refunds. LAUNCHPAD subscriptions are not refundable once payment is processed. Refunds may be issued for security deposits when there are no services or maintenance that would apply to the deposit and no additional outstanding fees. Refunds may also be issued when billing errors occur.
4.13. Updating the Spacer List. You are responsible for maintaining the accuracy of the names of the Spacers on the Spacer List included on the Subscription Form. If you have any changes to the individuals designated as Spacers, before such changes take effect, the Primary Spacer must email LAUNCHPAD to the email address specified at the bottom of the cover page to this Agreement. In this email, the primary Spacer must include the name(s) and email address(es) of the departing and new Spacer(s) and the effective date of this change. Only those individuals set forth on the Spacer List will be deemed to be “Spacers” and entitled to the benefits described in this Agreement. If the number of Spacers exceeds the number allocated on the Subscription Form, you will be required to pay the additional fee described on the Spacer List. LAUNCHPAD reserves the right to limit the number of additional Spacers in connection with this Subscription Agreement.
4.14. Notice of changes. LAUNCHPAD will provide notice to Spacers of any changes to services, fees, or other updates to the email addresses provided. It is your responsibility to read such emails and keep your e-mail address updated with LAUNCHPAD.
5. SUBSCRIPTION TERM AND TERMINATION
5.1. Term. This Agreement will be effective once signed by Spacer. Spacer will be entitled to the Services and benefits of LAUNCHPAD once payment is made by Spacer of all Security Deposits and SSubscription Form. Each Subscription will terminate upon the termination of the Agreement or our notification to you that a Spacer violated these Terms and Conditions. If the Start Date is a Business Day, the Spacers will be entitled to move into the office space on the Start Date. If the Start Date is not a Business Day, the Spacers will be entitled to move into the office space on the first Business Day after the Start Date no earlier than 9 a.m.
5.2. Cancellation Prior to Start Date By You. You may cancel this Agreement prior to the Start Date upon delivery of notice to LAUNCHPAD executed by the Primary Spacer upon the following terms: (i) if notice of termination is received by LAUNCHPAD more than twenty one (21) days prior to the Start Date, you will be refunded all fees paid by you and received by LAUNCHPAD; and (ii) if notice of termination is received by LAUNCHPAD less than twenty one (21) days from the Start Date, you will not be refunded.
5.3. Office Space Not Timely Available. If LAUNCHPAD is unable to make the office space available by the Start Date, LAUNCHPAD will not be subject to any liability therefore, nor will such failure affect the validity of this Agreement. In this event, you will not be obligated to make payments of the Subscription fee until the office space is made available to you. If the office space is not made available to you within fifteen (15) days of the Start Date, you may terminate this Agreement by providing LAUNCHPAD with notice of such termination at any time before the office space is made available to you. If you elect to terminate Subscription under this provision, LAUNCHPAD will refund to you all fees paid by you and received by LAUNCHPAD.
5.4. Termination After the Start Date by You. You may terminate this Agreement by delivering to LAUNCHPAD an exit form executed by the Primary Spacer at least thirty (30) days prior to the termination. You will not be entitled to pro ration with respect to such month’s Subscription fee if termination falls within a Cycle. This paragraph also applies to changes of office space within the Space initiated by you. On such last business day, you must vacate the office space no later than 7:00 p.m.
5.5. Termination After the Start Date by LAUNCHPAD. LAUNCHPAD may immediately terminate this Agreement: upon violation of, or breach of any provision of this Agreement by you or any associated Spacers; upon termination of your rights in the Space; or at any other time, when LAUNCHPAD, in our reasonable discretion, see fit to do so. You will remain liable for past due amounts and LAUNCHPAD may exercise our rights to collect due payment despite termination of this Agreement.
5.6. Early Termination Fee. For Spacers who have negotiated terms based on agreements longer than a single month, LAUNCHPAD reserves the right to charge the Spacer an Early Termination Fee up to one month’s full Subscription fee. Spacers who inform LAUNCHPAD of the termination of their agreement at least 30 days in advance may not be subject to an Early Termination Fee. The unapplied portion of the Security Deposit may be applied to the Early Termination Fee.
5.7. Removal of Property upon Termination. Prior to the termination of this Agreement, you will remove all of your, associated Spacers’, and their Guests’ property from LAUNCHPAD. After providing you with reasonable notice, LAUNCHPAD will be entitled to dispose of any property remaining in or on the office space after the termination of this Agreement without any obligation to store such property, and you waive any claims or demands regarding such property or our handling of such property. You will be responsible to pay any fees reasonably incurred by LAUNCHPAD regarding such removal. Following the termination of this Agreement, LAUNCHPAD will not forward or hold mail or other packages delivered to LAUNCHPAD for you or any associated Spacer or guest/s.
6. OTHER PACERS/SPACER DISPUTES
6.1. LAUNCHPAD does not control and is not responsible for the actions of other Spacers. If a dispute arises between Spacers or their invitees or guests, LAUNCHPAD shall have no responsibility or obligation to participate, mediate or indemnify any party. LAUNCHPAD does reserve the right to terminate Subscription immediately, without refund, if any Subscription dispute becomes disruptive.
6.2. Harassment or any acts that may inconvenience LAUNCHPAD or other Spacers will not be tolerated.
6.3. LAUNCHPAD shall not be responsible for, and shall be held harmless for any damage or, loss suffered by, or claims filed against a Spacer by another Spacer.
7. TECHNOLOGY RELEASE
In order to utilize all the Services offered by LAUNCHPAD, it may be necessary to install or run software on a Spacer’s computer. In addition, from time to time, at a Spacer’s request, LAUNCHPAD or a related person may troubleshoot problems a Spacer may has accessing certain Services such as Printing, Wi-Fi and Storage. Regarding the foregoing, you agree that LAUNCHPAD and our related persons are not responsible for any damage to any Spacer’s computer system related to such technical support or downloading and installation of any software. LAUNCHPAD does not assume any liability or warranty in the event that any manufacturer warranties are voided and do not offer any verbal or written warranty, either expressed or implied, regarding the success of any technical support.
You are responsible to maintain, at your own expense, personal property insurance and commercial general liability insurance covering property loss and damage, injury to the Spacers and the Spacers’ guests and prevention of or denial of use of or access to, all or part of the Space in form and amount appropriate to your business. LAUNCHPAD must be named as additional insureds on any such policies of insurance. You shall provide proof of insurance upon our request.
9. LEGAL DISCLOSURES
9.1. Information Security.
9.1.1. LAUNCHPAD will make its best effort to protect all confidential information regarding Spacers.
9.1.2. LAUNCHPAD may disclose information about Spacer as necessary to satisfy any applicable law, regulation, legal process or government request
9.1.3. LAUNCHPAD will not harvest or otherwise collect information about others, including email addresses, without the authorization or consent of the disclosing party.
9.2. Our Reserved Rights. LAUNCHPAD is entitled to access your office space, with or without notice, for maintenance, safety or emergency purposes. During these times, LAUNCHPAD may temporarily move furniture contained in the office space. LAUNCHPAD reserves the right to move or alter your office space. LAUNCHPAD may modify or reduce the list of Services at any time with prior notice. The Services may be provided by LAUNCHPAD, a related person or a third party.
9.3. Class Action Waiver. Any proceeding to resolve or litigate any dispute in any forum will be conducted solely on an individual basis. Neither you nor LAUNCHPAD will seek to have any dispute heard as a class action or in any other proceeding in which either party acts or proposes to act in a representative capacity. No proceeding will be combined with another without the prior written consent of all parties to all affected proceedings.
9.4. Waiver of Claims. To the extent permitted by law, you, on your own behalf and on behalf of your employees, agents, guests and invitees, waive any and all claims and rights against LAUNCHPAD, LAUNCHPAD related persons, third parties hired by LAUNCHPAD, other Spacers, assignees, officers and directors resulting from injury or damage to, or destruction, theft, or loss of property or person.
9.5. Indemnification. You will indemnify LAUNCHPAD and our related persons from and against any and all claims, liabilities, and expenses including reasonable attorneys’ fees, resulting from any breach of this Agreement by you or your associated Spacers or their guests or their actions or omissions. If any such claim, action, or proceeding is brought against LAUNCHPAD or our related persons, you will, at your expense, upon written notice from LAUNCHPAD, defend such action or proceeding by counsel approved by LAUNCHPAD. You are responsible for the actions of and all damages caused by all persons that you, associated Spacers or their guests invite to enter the building. You may be liable for Repair and Replacement fees of the actual cost of the damage.
9.6. Limitation of Liability. The aggregate monetary liability of LAUNCHPAD or our related persons to you, the Spacers, or your or their guests for any cause of action directly attributable to LAUNCHPAD as found by a judgment of a competent court or body, will not exceed the total Subscription fees paid by you to LAUNCHPAD under this Agreement. LAUNCHPAD and our related persons will not be liable under any cause of action, for any indirect, special, incidental, consequential, or punitive damages, including loss of profits or business interruption. You may not commence any action, or proceeding against LAUNCHPAD or our related person, 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.
9.7. Legal capacity to enter into Agreement. You hereby represent and warrant that you have all requisite legal power and authority to enter into and abide by the terms and conditions of this Subscription Agreement and no further authorization or approval is necessary. You further represent and warrant that your participation or use of the Services will not conflict with or result in any breach of law, order or any license, contract, agreement or other instrument or obligation to which you are a party.
9.8. Acceptance of Agreement. The Services LAUNCHPAD provides to you, the undersigned Spacer, including but not limited to Space access, use of office space, access to Internet, and the other Services listed in Section 3 of this Agreement, are subject to the following Subscription Agreement (the Agreement). The most recent Agreement will be posted online and made available upon request. Spacers will abide by the Agreement, as well as other terms determined by LAUNCHPAD staff, which may be communicated verbally, by email or written notice. LAUNCHPAD reserves the right to add, delete or amend the Agreement at our reasonable discretion without notice to Spacer. Spacers continued use (subscription) of LAUNCHPAD facilities and services following any changes to the Agreement constitutes your acceptance of such new term(s).
Cobot is the web platform used by Launchpad Coworking to provide this website.
1.1. Upstream-Agile GmbH, Adalbertstraße 7-8, 10999 Berlin, registered with the commercial register of the local court (Amtsgericht) of Charlottenburg under HRB 110149 B (“upstream”) provides an application to manage coworking spaces via its website www.cobot.me (the “Service” or “Services” or “Cobot”) as further specified on www.cobot.me (the “Website”).
1.2. All contractual relationships between upstream and any customer of upstream using Cobot (“Customer”, together with upstream the “Parties”, each a “Party”) shall be governed by these terms of service (“Terms of Service”). By registering on the Website or using Cobot, the Customer agrees to be bound by these Terms of Service.
1.3. Standard business conditions and/or general terms and conditions of the Customer do not apply, regardless of whether or not upstream has expressly objected to them in a particular case.
2.1. Any use of Cobot requires prior registration on the Website by creating an account (“Account”) and the acceptance of these Terms of Service. Customer must provide accurate and complete information and keep the Account information updated.
2.2. Customer is solely responsible for the activity that occurs on their Account. Customer shall keep their login data (password) confidential and prevent any unauthorized use by third parties. He shall immediately inform upstream if there are indications that any third party is misusing their account.
3.1. Offers published by upstream on the Website are non-binding.
3.2. The Customer may use Cobot for a trial run after registering. The Customer may only register for a trial run once. If a Customer registers for more than one trial run, upstream will have the right to delete these additional Accounts.
3.3. By registering on the Website according to section 2 hereof and subscribing to a subscription plan, the Customer makes a binding offer to use the respective Services. The offer shall be deemed to be accepted by upstream by making available the respective Service. Upon the acceptance of a subscription a contract governed by these Terms of Service between the Customer and upstream is concluded (the “Contract”).
4.1. The price for using Cobot depends on the number of members which are using the coworking space of the respective Customer (each a “Member”).
4.2. The Customer will be required to provide upstream with billing and account information for credit card, debit or other payment systems, such as PayPal, (each a “Payment Source”) for which the Customer is authorized to approve charges to allow upstream to collect payment from the Customer for their subscription plan. The Customer authorizes upstream to automatically and immediately bill the Payment Source when payments for subscription plans are due. The Customer shall only be allowed to raise an objection to a bill/deduction within eighty days starting from the day the deduction was made. If the objection was not raised, the deduction is deemed accepted by the Customer.
4.3. The billing of a subscription plan is made on a pre-paid basis. The payment source will be billed within five bank working days of the beginning of the chosen subscription period and then on a monthly or, as applicable, annual basis.
4.4. The prices stated on the Website are net prices excluding VAT. All other charges in connection with the use of the Services shall be borne by the Customer.
5.1. The Contract runs for an indefinite time and will remain in effect until terminated by one of the Parties in accordance with the Terms of Service.
5.2. The Parties may terminate this Contract for any or no reason at their convenience to the end of each month.
5.3. The Customer having used the trial run may unsubscribe from Cobot anytime without giving reason and without notice by using the respective button in their account.
5.4. The right of termination for cause and without notice remains unaffected for both Parties. A good cause for termination shall include, but shall not be limited to, any of the following events:
5.4.1. the Customer fails to comply with any applicable legal provisions;
5.4.2. a serious breach of the Customer of obligations arising from these Terms of Service by the Customer;
5.4.3. an attempt a denial of service attack on any of the Services by the Customer or any attempt to hack or break any security mechanism on any of the Services;
5.4.4. the Customer fails to pay the fees for the ordered Services;
5.4.5. a proceeding to wind-up the Customer or similar is brought against, or by the Customer (especially including insolvency and creditor protection scenarios and similar).
5.5. Any termination declaration shall be made via the “termination” button within the Account.
5.6. In the event of termination,
5.6.1. the Account of the Customer will be disabled and the Customer may not be granted access to their Account or any files or other content contained in the Account although residual copies of information may remain in upstream’s system;
5.6.2. any rights of use granted to Customer for using Cobot shall expire immediately and Customer shall cease to use the Services;
5.6.3. upstream will not refund any prepaid fees to Customer.
5.7. After a period of inactivity, whereby a user fails to log in to an Account for a period of nine months, upstream reserves the right to disable or terminate the Account. If an Account has been deactivated for inactivity, the subdomain associated with that Account may be given to another Customer without further notice.
6.1. Subject to these Terms of Service, and for the duration of the Contract, upstream grants the Customer a non-exclusive license to use the Services, which non-exclusive license is hereby accepted by Customer (the “License”). The License shall be granted as non-exclusive, non-assignable, non- transferable, with no right to sub-license, worldwide limited right to use the Services. Customer is responsible for its staff’s compliance with the Terms of Service.
6.2. The scope of the License shall be subject to and limited by the number of Members as agreed between upstream and the Customer.
6.3. upstream does not claim any ownership in any of the content uploaded, transmitted or stored by the Customer in its Account. upstream will not use any of such content for any purpose except to provide the Customer with the Services.
7.1. The Customer agrees that they are responsible for their own communications and for any consequences thereof. The Customer shall act according to the destined functions of the Website and Services. Any inappropriate or illegal use, manipulation, or change of the Website and Services is prohibited. In particular, the Customer shall, shall not agree to, and shall not authorize or encourage any third party to:
7.1.1. use the Service to upload, transmit or otherwise distribute any content that is unlawful, defamatory, harassing, abusive, fraudulent, obscene, contains malware or is otherwise objectionable as reasonably determined by upstream;
7.1.2. upload, transmit or otherwise distribute content that infringes upon another party’s intellectual property rights or other proprietary, contractual or fiduciary rights or obligations;
7.1.3. prevent others from using the Service; or
7.1.4. use the Service for any fraudulent or inappropriate purpose.
7.2. upstream reserves the right to delete any infringing content according to this section 7, terminate the Services and/or suspend Accounts of a Customer that is violating any of these Terms of Service, in particular this section 7.
The Customer represents and warrants that (i) all information provided by them to upstream to participate in the Services is correct and current; and (ii) the Customer has all necessary right, power and authority to enter into the Contract and to perform the acts required of Customer hereunder.
9.1. The Customer will indemnify, defend, and hold harmless upstream and its officers, directors, employees for any and all claims, suits, litigation, causes of action, losses, damages, expenses, costs (including court costs and attorneys’ fees) and liabilities (“Losses”) that arise out of, or in connection with (i) the Customer’s use of the Website and/or Services; (ii) any breach by the Customer of any warranty defined in section 8; (iii) any claim that the Customer’s content distributed via the Services caused damage to a third party.
9.2. In cases of an aforementioned enforcement of claims by third parties, the Customer will provide upstream with all their information that is needed for the examination of the claim and for the defense against it. The Customer provides the information immediately, truthfully, and completely.
9.3. The regulation of liability of the Customer or their obligation of indemnification shall apply to the same extent in the event of an act of a Member of the Customer.
10.1. upstream’s liability for damages caused by or related to the exercise of rights and obligations under this Agreement shall be excluded. The limitation of liability shall not cover
10.1.1. damage from injury to life, body or health caused by upstream;
10.1.2. damages caused by upstream that are a result of willful intent or gross negligence;
10.1.3. damages caused by upstream as a result of slight negligence in the event of upstream’s breach of an essential contractual obligation which is indispensable for the duly execution of the contract and thereby jeopardizes the achievement of the contract purpose and such damage is typically foreseeable at the time of the infringement;
10.1.4. upstream’s liability in the event of the assumption of a warranty if an obligation infringement covered thereby triggers upstream’s liability.
10.2. Liability under the Product Liability Act (Produkthaftungsgesetz) shall remain unaffected.
10.3. The limitations and/or restrictions of upstream’s liability shall also apply to the personal liability of its legal representatives and vicarious agents.
10.4. upstream will not be liable hereunder by reasons of any failure to timely perform its services due to an event beyond its reasonable control, including acts of God.
The Customer agrees that upstream may use information of the Customer provided by them (i.e. the name/trademark) for marketing purposes as reference on the Website. The Customer may withdraw such consent by writing an email to upstream to firstname.lastname@example.org.
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.