This is our Member Agreement. This is what the members of Vessel Coworking agree to when using our space. This is a legal document, but it also covers the house rules when you are working with us.
Last revised: 28 September, 2017
1. MEMBER AGREEMENT
Vessel Coworking, LLC is located in the For the City Center at 500 East Saint Johns Avenue, Suite 2.260, Austin, Texas 78752.
Vessel was created to foster community and support entrepreneurs, nonprofits, businesses, freelancers, and other enterprising individuals in Austin, Texas. We serve our members by providing space, desks, both reserved and open, internet connectivity, trash cans, recycling bins, conference rooms, good coffee, lockers, a collaborative community, and other resource. By joining Vessel, our members agree to certain rules that foster productivity in our community. These enable us to work hard and take full use of the Vessel community. By joining, you are committing to be considerate of each other, play well together, and follow the rules of Vessel. If someone chooses not to follow the rules, it affects all of us here at Vessel, so as a condition to memberships and drop ins, we each agree to abide by the Agreement.
This is an amazing community of diverse people from myriad backgrounds and trades. You will get out of your membership what you pour into it, so make good friends, infuse good culture, and do good work. We want to see individuals working in community rather than isolation, so when you are here, be a part of everything and improve Vessel for all. Feel free to give input to make Vessel better.
Any questions about this Agreement or any rules not covered here, should be addressed by email to email@example.com. Otherwise, here are the Rules of Vessel, which all members, including you, agree to in it's entirety.
Be on your best behavior; this is an office, after all. The less harmony there is at Vessel, the less engagement there will be. It behooves everyone to play nicely. The goal of Vessel is to foster community. If you are not into that, that's totally okay. Maybe Vessel isn't the right place for you. We are a professional-yet-kumbaya kind of joint.
If another Vessel Member or Vessel Leadership notices disruptive or abusive language or any other behaviors that are inconsiderate to others or unbecoming of our work environment, you will be issued a warning. On the third warning, your membership will be revoked. Your membership may be revoked prior to the third warning upon the sole discretion of Vessel Coworking leadership.
These are the general rules we ask you to abide by:
a. INDOOR VOICE. We are all trying to get work done, so try to be mindful and respectful of are attention and time. Please keep your conversations to a whisper or a low voice. Generally, if someone has their headphones on, please respect their privacy (respect is the most important rule we have). Do not create unreasonable or unnecessary noise in the space, including tape recorders, 8-tracks, record players, synthesizers, full-scale drum line equipment, CD players, radio, television, or other similar devices that emit sound. You may use these items if headphones are used and sounds emitted by said headphones do not disturb others. Vessel is not a library, and collaboration is encouraged, but this is a workplace, first and foremost.
b. PHONE CALLS. When making a quick call please use one of our two phone booths. No need to book, these are first come, first served, and totally free. If your phone calls are lengthy, loud, or continuous, Vessel Coworking may not be the best space for you. We would love to recommend other spaces in town that offer a more spacious environment for coworkers where phone calls have less effect on others.
c. HARASSMENT. We have zero tolerance for harassing our members or guests of Vessel. Members or guests violating the Anti-Harassment Policy will be sanctioned or expelled from the space or the event at the sole discretion of Vessel. We want to make sure that everyone has a harassment-free experience, regardless of gender, race, ethnicity, religion, disability, sexual orientation, gender identity, or physical appearance. Harassment Includes: Showing offensive sexual photography or recording; Unwelcome sexual attention; Unwelcome sexual contact; Verbal sexual comments; Stalking; Deliberate intimidation; Following into bathroom spaces. People asked to stop any harassing behavior are expected to comply immediately. Any behavior or action experienced as harassment will be responded to as such.
d. GUESTS. Feel free to invite friends or guests for lunch, a quick meeting, or just to say hello. It is okay for your guests to have a cup of coffee every now and then, but please be reasonable with this hospitality or we will have to revoke your coffee distribution privileges. Please do not invite your guests for a meeting just so they can snag a free cup of joe. However, if your guest is going to be here for more than an hour we would ask that they pay for a daily pass. Guests are required to adhere to the Rules of Vessel.
e. DESK USE. Vessel provides custom-built, large, spacious, solid wood tables with enough arm, leg, and wiggle room for the burliest of mountain men. Some are reserved for the membership option of having a Dedicated Desk. Dedicated Desks are off limits. Please do not sit there out of respect for our other members. We reserve the right to relocate you at any point without any prior notice, however we will not be responsible for any loss of income, relocation expenses, or any other costs directly or indirectly associated with any relocation.
f. LOCKERS. Reserved desks come with a locking, rolling filing cabinet. Anyone with a Vessel Membership may store their items in red lockers. Vessel is not responsible for the items left in these lockers. If you do not have a Designated Desk, please do not leave property on the desk you used or the areas around you. Take home what you bring in or arrange with the Vessel leadership for storage in a locker. Every evening and/or morning the desks will be cleared of items, which will be deposited in an area for collection. Leaving items on desks overnight will result in a Strike. We hold no responsibility for damage exceeding normal wear and tear on your property caused by your or your DESK actions. If your locker combination is forgotten and we must use an outside vendor to get it open for any reason, you will be responsible for covering that cost. If you lose your filing desk key, you will be charged $10 for a replacement key.
g. REFRIGERATOR & KITCHEN SUPPLIES. The refrigerator is primarily for storing food, beverages, and some occasional leftovers from events. As a general policy, food that is older than one week and taking up space will be thrown out. Containers or food left in the refrigerator may be thrown out at any time at the discretion of the Vessel Leadership. Labeling your food will help us at least give you a heads up. Plastic, paper, and regular old dishes will be provided so that members have the flexibility to use disposable utensils or use and wash regular silverware as they please. Vessel does not have a dishwasher, so any plates, bowls, cups, silverware etc. that is used should be washed thoroughly and put away by the user. Leaving dishes out will result in a warning. Please do not take home or distribute any kitchen items from Vessel. This includes giving items to other building tenants, or friends you make along the way who are looking for forks, for example. You are paying to be a part of Vessel, the forks are for you.
h. ALCOHOL POLICY. It is fine to relax with a nice drink, but please be mindful of those around you. We do not tolerate intoxication at the space. Be mindful, too, that not everyone here drinks alcohol. Please show respect to all. We in no way endorse underage drinking at any time in the Vessel space and if it is brought to our attention that any Vessel member facilitates or participates in underage drinking, Vessel reserves the right to terminate your membership immediately.
i. ACCESS, KEYS & CONTACT INFORMATION SHEETS. You will receive an access card when you sign up, which will allow you to get into the building and into the Vessel space at times according to your membership type. Your card is just for you; please do not share it with others or let others borrow it. Please do not label your access card with identifying information such as the address of the For the City Center. If the card is lost and includes an address, it allows access to the building. If your card is lost or stolen, please notify Vessel Leadership immediately. We will issue you a new one and you will be charged $10 for the lost card.
j. OVERNIGHT USE AND HOURS OF OPERATION. Every monthly member of Vessel gets an access card that allows them into the main FTCC doors and doors of Vessel at the hours designated by their membership. We understand that our full-time members may need to pull a late night of work every now and again. However, under no circumstances is sleeping at the space overnight allowed. 24/7 access to the space is a perk of full-time membership. If you are a 1 or 2-day-a- weeker your hours of access are 7am-7pm. Business hours of operation are 9am-5pm, so all drop-ins, bulk drop-in pass members, and any other non-member folks are allowed to work from 9-5 and will be given a guest key card to get in and out of the Vessel front door for bathroom use, etc. If you are not a full time member, you will not be able to enter the space prior to 9am be asked to leave the building at 5pm.
k. HEAT & AIR CONDITIONING. We set the heat and air conditioning on a schedule that makes sense for most people and the rest of the building. Please do not raise or lower the temperature more than 2 degrees. If the heat or air conditioning does not seem to be working please notify a member of Vessel leadership. Space heaters and fans are not permitted at Vessel.
l. LOCKS. The Vessel door is locked 24/7 and must be accessed with a key card. The front doors of the For The City Center are unlocked from 9am- 5pm Monday-Friday. They will always be locked after hours. Do not do anything to allow the doors to be unlocked for any notable length of time without Vessel Leadership permission. If you believe the doors are not locked when you leave the space, it is your duty to notify a member of Vessel leadership of the situation. If you are the last person to leave the space, please ensure that the door has fully locked behind you.
m. CONFERENCE ROOM. Vessel provides a sophisticated conference room inside that sits 8 at a table and more around the perimeter if needed. This room will be free for all members to use for meetings, and amount of allotted usage varies based on membership type. The Vessel conference room must be booked ahead of time. Vessel leadership reserves the right to ask members to pay a small fee to use conference rooms outside of Vessel if any internal conference room bookings become so frequent that it prohibits fair access for all members.
n. SAFETY. Under no circumstances conduct any activity which may be hazardous to other people in the building, including, but not limited to, littering around our space and creating excessive disorder on or around the space.
o. MAIL. Any Vessel Member may use the Vessel Coworking address for work. Non-Members may pay the $30 monthly mailbox fee to have access to the Vessel Coworking Address.
a. MONTHLY MEMBERSHIP FEES. We will collect this fee through automatic credit card billing. You agree to pay for the monthly membership up front for the following month. If your month-to-month membership renews on the 7th, for example, and you decide on the 8th that you do not want to continue, your membership charge will not be refunded (remember, though, that you will be able to work at Vessel during that month, since you prepaid for it!) You will be billed monthly on whatever day you started. So if you started on February 22, then you will be billed on March 22, so on and so forth. Some fees are prorated for part of one month and start at the full amount the 1st of the next month. In those instances, the reoccurring invoice will come on the 1st. Cobot, our coworking software, will send an email with a detailed invoice attached at the moment they charge your card. If you ever experience any trouble in this area, please see Steven or Beth Knapp and we will be happy to help you. If you believe you have been billed in error, you should contact Steven or Beth Knapp before disputing the charge with your card company (they are usually easy to solve).
b. MEMBERSHIP DAYS. Unless you purchased an unlimited subscription, your membership allows you to work a certain number of times per week with Vessel. If you are on a 1 day a week plan, then you may only come in 1 day in a calendar week. You do not have to come in the same day each week.
c. FEE FOR DAY PASSES. If you would like to come work with us more than your membership allows, we offer day passes. You need to pay us before you start working for the day.
d. FEE FOR LOST ACCESS CARDS. If you lose your access card, we will need to charge you a fee to replace it. We card $10 to replace a key card or locker key.
4. TERM & TERMINATION
a. MEMBERSHIP TERM & RENEWAL. Unless you committed to a 6 month contract, your Member Term is on a month-by-month basis. This Agreement automatically renews at the end of this Term for another Term of equal length unless terminated by you or Vessel. You are agreeing to pay all membership fees, including any fines, up and until the last day of the Term.
b. EARLY TERMINATION. If you want to terminate your agreement before the end of the Term, we will not refund any of the membership fees that you paid up front. Specifically, this means that we will not do pro-rata refunds. And if you have any months remaining in your Term, you are agreeing to pay for those remaining months as well. We gave you a discount, after all.
c. TERMINATION OF THIS AGREEMENT. We love you and would hate to see you go, however we reserve the right to terminate your membership and experience at Vessel at any time without notice. The Conduct section outlines the primary actions that could lead to termination. Beyond those listed in the Conduct section, you agree to not use Vessel for any illegal, profane, or dangerous purposes. This includes any purpose that could disable or impair any of the Vessel Property, keep other members from using Vessel, or that would hurt Vessel as an ongoing business. This includes the use of our Internet, any network, computer system, or information the member does not have access to. Grounds for termination also apply to areas outside of Vessel at the For the City common areas, conference rooms, and so on. Any misuse or misconduct in these areas can result in termination. If we terminate this agreement because of your conduct, we will not refund any fees, and you still must pay us for any other fees you owe us for the rest of your term.
5. YOU MUST OBEY THE LAW
You also agree not to use Vessel or Vessel Property in connection with:
a. Contests, pyramid schemes, chain letters, junk email, spamming or similar annoying behavior;
b. Defaming, abusing, harassing, threatening or otherwise violating the legal rights (such as privacy and publicity) of others;
c. Posting, distributing or disseminating inappropriate, profane, defamatory, obscene, indecent, or unlawful material or information;
d. Uploading, reproducing, using, performing or otherwise making available, images, software or other material or information which infringes on another’s rights, or is protected by intellectual property laws where you do not own or license such rights;
e. Uploading or using files that contain viruses, corrupted files, or any other similar software or programs that may damage the Vessel Property or the computers or property of a member of Vessel.
6. CONFIDENCES & CONFIDENTIAL INFORMATION
You acknowledge that during your membership in Vessel, you are going to be exposed to things like business information, trade secrets, technology, messages, customers and prospects, and other confidential information a company or individual would not normally share but is disclosed by members though due to proximity or observation. Members agree not to share under any circumstances the exclusive and confidential information gathered intentionally or unintentionally.
7. COMPLAINTS AGAINST VESSEL
Please do not make defamatory or disparaging comments about Vessel or other members. Frankly, if you don’t have anything good to say, then keep it to yourself or let us know about it. We can probably fix it or at least talk about it.
8. DISCLAIMER OF LIABILITY
Neither Vessel nor its members will assume any liability to you with respect to your access to, participation in, use of Vessel, or any loss of information or other property resulting from such participation or use. Basically, if you leave stuff here and it disappears, we are not liable (but we will certainly look into how it happened and work to prevent such losses). We also want to be clear that while we will do our best to secure our Internet and network systems, you agree that we are not liable for any data loss, corruption, viruses, or anything like that.
You also agree that Vessel will not assume liability for damages or injuries to clients, guests, or other parties that members may invite to the Vessel space.
We would be glad to put you in touch with our insurance agent about a general liability policy, if this is of particular concern.
Legal types ask that the following sections be CAPITALIZED, which means you are really supposed to pay attention. Here goes:
a. NO WARRANTY. VESSEL PROVIDES ASAS A SERVICE AND NOT AS A LEASE OF REAL PROPERTY, AND DISCLAIM ALL WARRANTIES AND CONDITIONS, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR USE, TO THE EXTENT PERMITTED BY LAW. THERE IS ALSO NO WARRANTY OF TITLE, QUIET ENJOYMENT OR POSSESSION. THE ENTIRE RISK OF PARTICIPATING IN OR USING VESSEL SERVICES, REMAINS WITH YOU.
b. LIMITATION OF LIABILITY. IN NO EVENT SHALL VESSEL OR ITS AGENTS, OWNERS, MEMBERS, OR EMPLOYEES BE LIABLE FOR ANY DIRECT, SPECIAL, INCIDENTAL, INDIRECT, PUNITIVE, CONSEQUENTIAL OR OTHER DAMAGES WHATSOEVER (INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOST PROFITS, LOSS OF CONFIDENTIAL OR OTHER INFORMATION, BUSINESS INTERRUPTION, PERSONAL INJURY, LOSS OF PRIVACY, FAILURE TO MEET ANY DUTY (INCLUDING OF GOOD FAITH OR OF REASONABLE CARE), NEGLIGENCE, AND ANY OTHER LOSS) ARISING OUT OF OR IN ANY WAY RELATED TO VESSEL SERVICES OR OTHERWISE, TO THE EXTENT PERMITTED BY LAW.
c. FORCE MAJEURE. NEITHER PARTY IS LIABLE FOR, AND WILL NOT BE CONSIDERED IN DEFAULT OR BREACH OF THIS AGREEMENT ON ACCOUNT OF ANY DELAY OR FAILURE TO PERFORM AS REQUIRED BY THIS AGREEMENT AS A RESULT OF ANY CAUSES OR CONDITIONS THAT ARE BEYOND SUCH REASONABLE CONTROL AND WHICH SUCH PARTY IS UNABLE TO OVERCOME BY THE EXERCISE OF REASONABLE DILIGENCE, PROVIDED THAT THE AFFECTED PARTY WILL USE BEST EFFORTS TO RESUME NORMAL PERFORMANCE.
BESIDES ALL THAT CAPITALIZED STUFF ABOVE, YOU ALSO RELEASE, AND AGREE TO INDEMNIFY, DEFEND AND SAVE
HARMLESS VESSEL, ITS AGENTS, OWNERS, MEMBERS AND EMPLOYEES, FROM AND AGAINST ALL CLAIMS, LIABILITIES, LOSSES, DAMAGES, EXPENSES, JUDGMENTS, FINES AND PENALTIES BASED ON OR ARISING OUT OF YOUR NEGLIGENT ACTIONS, ERRORS AND OMISSIONS, WILLFUL MISCONDUCT OR FRAUD, BREACH OR VIOLATION OF THE RULES OF VESSEL OR OTHERWISE SUFFERED IN CONNECTION WITH YOUR PARTICIPATION IN VESSEL OR USE OF VESSEL PROPERTY.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, VESSEL IS NOT LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, ECONOMIC OR PUNITIVE DAMAGES EXPERIENCED BY THE MEMBER, EVEN IF WE HAVE BEEN ADVISED OR PUT ON NOTICE OF THE POSSIBILITY OF SUCH DAMAGE(S).
9. OTHER LEGAL STUFF
a. CHANGES TO THIS AGREEMENT. From time to time, we will need to update this Agreement, which you will be required to agree to. For big changes, we will do our best to give you notice ahead of time that changes are coming.
b. ASSIGNMENT OF THIS AGREEMENT. Take note that you cannot assign this Agreement without the prior written consent of Vessel.
c. CHOICE OF LAW & VENUE. Since Vessel is in Austin, we all agree that the law of the great State of Texas governs this Agreement. And we further agree that exclusive jurisdiction and venue for all purposes under this Agreement shall be in Austin, Texas; all consent to such jurisdiction and venue.
d. SEVERABILITY. Finally, in the highly unlikely event that any provision or portion of this Agreement is determined to be invalid, illegal or unenforceable for any reason, in whole or in part, the remaining provisions of this Agreement shall be unaffected and shall remain in full force and effect to the fullest extent permitted by law.
We’ve made it this far, world. I read the whole thing, and I even understand this Agreement and the Rules of Vessel. Further, I agree to be bound by this Agreement and the Rules of Vessel regarding my participation in Vessel and the use of Vessel’s services. I also understand and agree to be added to Vessel’s email distribution list because I am signing up to either be a member, drop in for a free day, or otherwise bind myself to Vessel via this contract. I understand that I can unsubscribe at any time.
Cobot is the web platform used by Vessel 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.