Geekdom Terms and Conditions
Geekdom, LC, a Texas limited liability company (“we,” “us,” or “Manager”), provides and manages a collaborative co-working space located at 110 E. Houston Street, San Antonio, Texas 78205 (“Geekdom”). When we accept you for membership, you will be allowed to use the Geekdom space and participate in events and programs we offer subject to the following terms and conditions (the “Terms”), your application for membership, and any other document incorporated by reference or later issued by us to clarify or supplement these Terms or your rights as a Geekdom member (collectively with the Terms and Application, we’ll call these documents the “Agreement”).
The Agreement is legally binding. For that reason, it’s a good idea for you to read these Terms before you use Geekdom. They will give you a sense of who we are, what we expect from you, and what you can expect from us. We’ve tried to write them in plain English and make them as straightforward as possible. However, sometimes the law requires us to say things using certain words or in a specific way, such as conspicuous all-cap text. The short version is this: We don’t take advantage of people, and we ask in return that you not take advantage of us. If you don’t agree to the Terms, you may not use Geekdom.
I. Membership in Geekdom
1. Becoming a Member. Geekdom is a collaborative co-working space that we manage. To apply for membership, you will need to submit an application to us in person through our staff or at http://geekdom.com/join-us/ (the “Application”). Your membership becomes effective when we grant your Application and charge the membership fee described in the Application. Your membership level and related benefits are described in the Application
2. Geekdom's Services. Membership in Geekdom includes a right to use our co-working space and to attend events and other programs that we, in our sole discretion, choose to make available to members (the "Services"). Because we’re always working to improve Geekdom, the availability and scope of the Services are subject to change from time to time.
3. Modifications to Terms and Conditions. We may make modifications, deletions, or additions to these Terms and, when we do, will provide you with notice of these changes by emailing them to the last email address provided by you in your profile or by posting a notice on the Geekdom website. Changes will be effective immediately upon notice, except that pricing and fee changes will be effective upon your next subscription period. If you do not agree to the changes, you may cancel your membership at any time, but please note that there are no refunds.
4. Term of Membership. The term of your membership is determined by your Application.
a. Monthly Term. A monthly membership begins on the date stated in your Agreement and automatically renews for consecutive renewal terms of one calendar month until terminated as provided in this Agreement.
b. Prepaid Annual Term. An annual membership begins on the date stated in your Agreement and following the expiration of the initial one year term, automatically renews for consecutive renewal terms of one month until terminated as provided in this Agreement.
5. Assignment. Your membership is personal to you, and you may not assign or transfer your membership
6. Termination. You may cancel your membership at any time by
giving 30 calendar days of cancellation notice to us by submitting a cancellation form at: https://geekdom.com/membership-cancellation or at email@example.com. We may suspend, convert, or terminate your
membership, including your access to the Geekdom premises, at any time, for any
or no reason, in our sole discretion.
7. Media Consent. We’re proud of our members and like to brag about you and the great things you’re doing. We often take pictures and video recordings of our members at events and public gatherings inside Geekdom and publish them on social media and other marketing channels. It’s not practical for us to identify every member in every photo or video and obtain permission to use each member's image. For that reason, through this Agreement, you are acknowledging that we may take pictures and video recordings of you for marketing and promotional purposes. You authorize us to photograph, film, tape, digitally record, or otherwise create audio and video recordings, still images and/or textual descriptions, testimonials, and statements of you taken in public spaces in the applicable location (hereinafter the “Recordings”) without compensation or further permission. You authorize us to edit, modify, adapt and change the Recordings at our sole discretion, and to incorporate the Recordings into print publications, electronic publications, software, video games, movie or sound recordings, broadcasts, programs, or any other media (the “Publications”). You authorize us to use, reproduce, distribute, and license to others, the Recordings and Publications in any manner of media, and to use your name (including your legal name, alias, professional name, or nickname), likeness, voice, signature, biographic or other information in connection with these Recordings and Publications for worldwide commercial and non-commercial purposes. You relinquish all rights, title and interest you may have in any Recordings or Publications as modified or unmodified, and assign all rights, title and interest you may have in any Recordings and Publications to us.
II. Membership Fees.
1. Payments. You must pay your membership fees when they are due. Monthly membership fees are nonrefundable. Annual membership fees will be refunded in proportion to the number of months left in the term after the expiration of the 30-day termination notice period. If you do not pay your membership fee on time, or if we are unable to charge your fee to your card as authorized, we may charge you a late fee of 10% or the maximum lawful rate permitted by law, whichever is lower. If the membership fee is past due by at least 30 days, we may terminate your membership immediately without notice. If we offer you additional Services for an additional fee, the fee for those Services is due prior to the date the benefits and services are provided unless you have made other written payment arrangements with us. You are responsible for updating your payment card information using the payment portal or other payment service that we designate.
2. Fee Increases. We may increase your membership fee with 30 days’ notice of the fee increase.
III. Community Standards
1. Disputes Among Members. Geekdom’s greatest strengths are the diversity of its community and the varied experiences and perspectives of its members. Occasionally, misunderstandings and miscommunications may arise. If that happens, we strongly encourage members to communicate their concerns directly to one another and to attempt to resolve issues among themselves. That helps members learn and grow, which is what we want. Although it’s tempting to communicate on social media, remember that calling someone out tends to raise the temperature, not lower it, and makes it harder, not easier, to resolve issues amicably.
2. Anti-Harassment Policy. Geekdom is committed to providing an experience free from harassment based on race, creed, color, ethnicity, national origin, gender, gender expression, gender identity, sexual orientation, religion, disability, physical appearance, or any other legally protected class. We do not tolerate harassment at our events and in our space. If you believe you have experienced harassment, we encourage you to report it to the Geekdom staff.
3. Safety. We have installed locks, lighting, surveillance systems, and othersecurity measures. Ultimately, you are responsible for deciding the times that you work and whether you are comfortable being in the space outside of standard business hours. We cannot guarantee your safety. If you have specific safety concerns, we encourage you to report them to the Geekdom staff.
4. Cooperation. From time to time, we may investigate actual, alleged or potential violations of these Terms. You agree to cooperate fully in any of these inquiries.
5. Volunteering. Geekdom believes that its community is one of its greatest values. For that reason, we ask our members to give back to our ecosystem. That can include sharing your knowledge and skills by being available to help fellow members or by hosting a workshop. Our goal is that all members give back to the community at least two hours a month.
6. Noise. Be courteous to the others around you. If you listen to music, use headphones. If you are a loud talker on the phone, use the phone rooms. If you are having a meeting, use a conference room or lounge area.
7. Pets. Animals are not allowed in the building unless they are service animals.
8. Smoking. Smoking is not permitted.
IV. Facilities and Events
1. Using Geekdom's Facilities. The benefits you receive as part of your membership include the nonexclusive right to use and occupy the portions of our premises designated for your membership level. Except for dedicated desks and offices, this is acommunity use of space and all use is on a first-come, first-served basis. You may use Geekdom only for general office purposes and in compliance with applicable law. You will not impair or disrupt other members’ use and enjoyment of Geekdom. You are fully responsible for compliance with the Agreement by your staff and guests.
2. Dedicated Offices. If your membership includes a dedicated office or the right to use designated space, we may move or revoke that designated space as our membership and facilities change and grow. You acknowledge that we will have a master key and/or code to your office and can access the space as we deem necessary. We also want our office space full, so we reserve the right to take your office away if we notice that you are not here and that your office is empty for a lengthy period of time.
3. Scaling Up and Down. We aim to make it very easy for companies to expand or downsize their memberships with us. You may add new members or desks at any time, based upon availability and qualification.
4. Show your Style. We encourage members with desks to decorate their desk area. However, if you'd like to hang anything on the wall or ceiling or bring in anything excessively large, you must first get written permission from us. A refundable deposit may be required. You must also keep your area reasonably clean, uncluttered and keep your stuff confined to just your immediate desk area. We are not responsible for theft or damage to your personal items. Please use care in deciding what to bring to Geekdom and do not leave valuable items unattended.
5. Access Cards: We will provide you with a security FOB that will get you access to the 6th, 7th, and 8th floor. If you do not turn in this FOB when you cancel your membership or lose this FOB and need to replace it, you will be charged the then-current replacement FOB fee.
6. Food and Drink. We will do our best to keep the kitchen stocked with coffee and soda. Feel free to bring in your own food and drinks and use the refrigerator and kitchen, but you may want to label what is yours. We will periodically discard non-labeled and perishable items.
7. After Hours. We understand that not all members will want to work only within standardbusiness hours, and as such we are open 24 hours a day and 7 days a week; however, Geekdom is a professional co-working space and is to be used solely for professional business purposes and activities and not for any personal purposes or activities. Members shall not conduct any activities in Geekdom, such as sleeping or cooking, that do not belong in a professional business environment.
8. Guests. Feel free to bring guests to Geekdom for lunch, a meeting, or a brief visit. If they will be spending the day, they will need to purchase a day pass or become a member. Your guests are your responsibility at all times. You must ensure that they follow our rules, and you are responsible for their actions. We reserve the right to cancel your membership if your guest violates these Terms.
9. Conference rooms: We have a limited number of conference rooms, and to be guaranteed use of one, you will need to reserve it online. We reserve the right to limit how many hours each member is able to book a conference room per month based on membership levels. If you see an empty conference room, feel free to use it, but expect to be kicked out if someone else has it reserved.
10. Internet. Internet is included. Speed is not guaranteed but, as you’d suspect for a place called Geekdom, our internet is pretty fast! We hate bad internet and will try to provide you the best service possible. You are permitted to bring in your own router with our prior approval. You will need to work with us to ensure that your router does not provide interference with another member’s connectivity. This may include configuring your router to specific channels or adjusting the power rating of the router.
11. Printers, Copiers, and Scanners. Printers, scanners, and copiers are available for shared use by our members. Please be courteous and limit yourself to normal daytoday use. If you have to print out more than 30 copies, please bring your own paper or go to a professional printing service.
12. Snail Mail. Postal mailboxes are available to members for a monthly fee. Mailboxes are locked and require a key deposit which will be refunded when the key is returned. We will have a master key and can access your mailbox as necessary in our discretion. Members who sign up for monthly mail service may also receive packages from the USPS and FedEx. You are responsible for updating your mailing information with all of your contacts if you leave.
13. Phones and AV Equipment. Phones are not provided. Members are expected to use their mobile phones or VOIP services such as Skype or Google Voice. Most conference rooms are equipped with AV equipment.
14. Parking. Parking is not included with your membership. You may purchase a monthly parking pass for a nearby garage and the fee will be included on your monthly bill. To inquire about parking, please email firstname.lastname@example.org.
15. Storage. You may not use any of the common areas or areas adjacent to your desk for storage. Lockers are available to rent for a monthly fee. We will have a master key and can access your locker as necessary in their discretion.
16. Damage. You may not damage or alter the Geekdom premises, subject to ordinary wear and tear, and you will not bring any hazardous materials or illegal substances to Geekdom. In particular, you will not alter or augment the data or power infrastructure. You agree to repair any damage to Geekdom caused by you, your staff, or your guests.
17. Directory. We make an online directory available for our members. Your name and membership status will be included in the directory, but you can edit your profile to determine what other information is shared. You may not use any member’s personally identifiable information for marketing or similar communications unless the member has indicated that he or she wishes to receive communications of that type.
V. Limitations and Disclaimers
1. Warranty Disclaimer. We provide our Services using a commercially reasonable level of skill and care, and we hope that the Services are helpful to you and your business, but there are certain things we don’t promise. And here is where we need to tell you some things that are important enough that we've put them in conspicuous text to call them to your attention:
OTHER THAN AS EXPRESSLY SET OUT IN THIS AGREEMENT, WE DO NOT MAKE ANY SPECIFIC PROMISES ABOUT THE SERVICES. THE SERVICES ARE PROVIDED “AS IS”, “AS AVAILABLE” AND WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTIES IMPLIED BY ANY COURSE OF PERFORMANCE OR USAGE OF TRADE, ALL OF WHICH ARE EXPRESSLY DISCLAIMED. WE, AND OUR DIRECTORS, EMPLOYEES, AGENTS, SUPPLIERS, PARTNERS, AND CONTENT PROVIDERS, DO NOT WARRANT THAT: (A) THE SERVICES WILL BE SECURE OR AVAILABLE AT ANY PARTICULAR TIME OR LOCATION; (B) ANY DEFECTS OR ERRORS WILL BE CORRECTED; (C) ANY CONTENT OR SOFTWARE AVAILABLE AT OR THROUGH THE SERVICES IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR (D) THE RESULTS OF USING THE SERVICES WILL MEET YOUR REQUIREMENTS. YOUR USE OF THE SERVICES IS SOLELY AT YOUR OWN RISK.
2. Relationship Between the Parties. We both agree that we are independent contractors, and that neither of us is the agent of the other. There is no exclusivity commitment from either of us to the other. Neither of us is prohibited from entering into agreements with third parties, including competitors of the other party, for services of the type covered by the Agreement.
3. No Liability for Actions of Other Individuals. There are things that we can’t and won’t take responsibility for. If you reach out to us, we may try to help, but that should be considered a courtesy that we are performing and not an obligation we are taking on. You are solely responsible for your interactions and arrangements with other individuals, including other Geekdom members or their guests. We do not perform background checks on our members nor do we make representations or warranties as to (i) the conduct of other individuals at Geekdom; (ii), the accuracy or truthfulness of Geekdom members’ or their guests’ representations of who they are or expertise they claim to have; or (iii) your compatibility with current or future Geekdom members and their guests. We do not endorse, support or verify the facts, opinions, or recommendations of our users or members.
4. No Liability for Third Party Products or Services. We may provide you from time to time with access to third party products or services, including access to advertisements from our other third-party business partners. We are not responsible for the content of these advertisements or any links, products, services or other materials relating to any third-party products, services, advertisements or other materials. In no event will we be liable, directly or indirectly, to anyone for any damage or loss relating to any use of or reliance on any advertisement on the Services or any products, services or other materials relating to any advertisement. You agree that our making available access to or discounts for these third-party services does not constitute provision of such third-party services by us, and you will look solely to the applicable third party for provision of the applicable third-party services and for compensation for any claims, damages, liabilities or losses you may incur in connection with such third-party services.
5. Trademarks. You may not use the Geekdom name, logo, or other trademarks without our prior written consent, which will be subject to our ongoing supervision. We may use your trademarks only to identify you as a member of Geekdom.
6. Not a Real Estate Lease. You do not have the exclusive right to use a particular desk or space within Geekdom unless your Agreement states otherwise. If your membership includes a reserved desk or office space, we may, in our sole discretion, relocate your desk or office space from time to time as necessary to accommodate Geekdom’s membership generally. Geekdom will remain in our sole and exclusive possession and control at all times, and your membership in Geekdom is not a real estate lease, and you are not a tenant. You agree and represent to us that you do not consider the Agreement a lease or yourself a tenant. In the event the law affords you any of the remedies or protections available to a tenant this Section, you waive those remedies and protections to the maximum extent permitted by applicable law.
7. Confidentiality. Neither you nor us makes any commitment of confidentiality to the other, or to the other members, as part of your membership, and you should limit your disclosure of information to us and the other members accordingly. You are responsible for using care to hold your private and confidential conversations in a private location.
8. Limitation of Liability. If you have a disagreement with us, we’ll both agree to try to resolve it first by communicating with each other in good faith. We’re always open to hearing your possible solutions, and we want to work together. That said, whatever efforts are made to resolve a disagreement amicably, we do not forfeit any of our rights set forth in this Agreement by these efforts.
In the event you have a legal claim against us, you agree that the maximum total amount of money you can recover cannot exceed the amount of fees you have paid during the twelve months prior to the date the claim arose, unless the legal claim is based on intentional misconduct or is for personal injury or death resulting from our negligence, recklessness or intentional misconduct. In addition, you agree that in no event are you entitled to recover any lost revenue, lost profits, damages for lost data, or any indirect or consequential loss or damages or any kind. You acknowledge that we have set our fees and entered into the Agreement in reliance on the limitations of remedies and liability stated in this Agreement, and that these limitations reflect an agreed allocation of risk between you and us. The limitations stated in this Section shall apply to any liability arising from any cause of action whatsoever, whether in contract, tort, commercial code, strict liability or otherwise, even if a limited remedy fails of its essential purpose. If these limitations as written are not permitted by applicable law, they shall apply to the extent permitted by applicable law.
9. Indemnification and Release. You agree that if a third party asserts a legal claim against us or any of our employees, agents, or owners based on or related to your activities within Geekdom or any actual or alleged violation of the Agreement, you will pay all reasonable costs of defending the claim, including reasonable attorney fees, and any damages awarded to the third party or paid to the third party by us as a reasonable settlement. You agree that we may control the defense of the claim at our option, or we may require you to defend the claim directly. If we elect to control the defense of the claim, you will reimburse us for our reasonable defense costs and expenses as incurred. You also agree to release, waive, discharge, and covenant not to sue us from any and all legal claims whatsoever arising out of or related to any loss, damage, or injury, including death, that may be sustained by you, or to any property belonging to you, whether caused by the negligence of the us, or otherwise, while on the Geekdom premises.
10. Class Action Waiver. You agree that if you assert a claim against us, you will do so only on an individual basis. Neither you nor we 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. You and we also agree not to participate in claims brought in a private attorney general or representative capacity, or any consolidated claims involving another person's account, if we are a party to the proceeding. You are giving up your right to participate as a class representative or class member on any class claim you may have against us including any right to class arbitration or any consolidation of individual arbitrations.
11. Notices. Notices to us under this Agreement must be sent to the Manager at 110 E Houston Street, 7th Floor, San Antonio, TX 78205, with a copy to email@example.com. We will send Notices directed to you at the primary address provided in the membership portal, or if no address is provided, at the address provided in your Application and a copy will be sent to your primary email address on file. Notices are deemed given, received and effective as of the date on which it is emailed or handdelivered or on the third business day following the date on which it is mailed. Notices must be given in the English language. A party may change its address for notice by giving notice in the manner stated in this Section.
12. Force Majeure. A party is excused from performance under the Member Agreement to the extent it is reasonably prevented from performing due to events beyond its control, such as fire, flood or other natural disaster, or unanticipated change in the law.
13. Severability. In the event one or more of the terms of the Member Agreement or these Terms and Conditions is adjudicated invalid, illegal, or unenforceable, the adjudicating body may either interpret this Agreement as if such terms had not been included, or may reform such terms to the limited extent necessary to make them valid, legal or enforceable, consistent with the economic and legal incentives underlying the Agreement.
14. Waiver. No rights or remedies arising in connection with this Agreement can be waived by a course of dealing between us, or by delay in exercising the right or remedy. Rights and remedies may only be waived by signing a written document that expressly identifies the right or remedy waived. Unless expressly stated in the waiver, a waiver of any right or remedy on one occasion will not be deemed a waiver of that right or remedy on any other occasion, or a waiver of any other right or remedy.
16. Entire Agreement. This Agreement is the complete and exclusive agreement between the Parties regarding its subject matter and supersedes and replaces in its entirety any prior or contemporaneous agreement or understanding regarding the subject matter of this Agreement, written or oral.
Cobot is the web platform used by Geekdom 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 his Account. Customer shall keep his 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 his 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 his/her 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 his/her 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 he/she is responsible for its 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 him/her 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 his 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 his/her 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 him/her (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 he/she 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.