Monthly Membership Agreement-Terms and Conditions
GENERAL TERMS. The Incubator for Innovation & Impact, a department of Concordia University Austin (“Concordia”), known hereinafter as "THE INCUBATOR" and located at 11400 Concordia University Drive, Austin, TX 78726. The following are the general terms this Membership Agreement (hereinafter "Agreement") as executed between THE INCUBATOR and a participant in the programs and services of THE INCUBATOR, known hereinafter as the "MEMBER", collectively the “Parties”.
GENERAL CONDUCT: MEMBER will comply with rules of and posted signs at THE INCUBATOR and on Concordia campus. MEMBER will be respectful of staff and fellow members. MEMBER will keep work area clean, maintain appropriate volume level, and work to strengthen the community by supporting fellow members when possible.
APPLICATION VERIFICATION & CRIMINAL HISTORY CHECK: MEMBER attests that all information MEMBER has provided in the membership application is true to the best of MEMBER’s knowledge. MEMBER agrees and consents to Concordia verifying any information provided in MEMBER’s application and to Concordia performing a Criminal History Check. Concordia reserves the right to deny access and/or terminate any MEMBER immediately based information revealed during its verification and criminal history check of MEMBER.
NO EMPLOYMENT RELATIONSHIP: By entering this Agreement and participating in the INCUBATOR programs and services, no employment relationship or partnership of any kind is created by this Agreement between the MEMBER and Concordia and/or INCUBATOR. MEMBER acknowledges and agrees MEMBER is not entitled to any employment benefits whatsoever.
PUBLICITY: MEMBER agrees to permit the INCUBATOR/Concordia to release relevant, non-proprietary information about MEMBER’s INCUBATOR membership for publicity use. This information may be used to promote the INCUBATOR and may be used in promotional materials intended for public release, such as a listing on the “members” page of the INCUBATOR/Concordia website.
TERM: The Term of this Agreement shall commence when MEMBER signs up online and shall continue on for six months until terminated by either Party in accordance with the terms of this Agreement.
PAYMENTS: MEMBER agrees to pay all Standard Member Fees and other applicable Service Fees, hereinafter, collectively referred to as “Fee Payments”, as specified on the “Invoices” tab of Cobot member portal and/or any other fees incurred during each month as agreed between MEMBER and THE INCUBATOR.
All Fee Payments are payable on the 1st day of each month, and are delinquent on the 5th day of each calendar month. A late charge equal to 10% of such Fee Payments, or $25, whichever is greater, shall be due and payable, if Fee Payments are paid late.
If members would like to rent extra rooms at Concordia University Texas, rooms may be requested at least 3 days in advance.
Capacity - 220 padded seats
Member Rental Rate per. day: $1000
Black Box Theater:
Capacity - 200 chairs only auditorium style set up
126 round tables and chairs banquet style
75 seats with 6ft tables and chairs (classroom style)
Room only, no setup.
Member Rental Rate per day: $500
Classroom Meeting Space
Capacity 1 to 10 guests: $110.00 Full day/$55.00 Half day
Capacity 11 to 29 guests: $145.00 Full day/$75.00 Half day
Capacity 30 to 60 guests: $200.00 Full day/$100.00 Half day
Technology in rooms included: projector, screen, laptop, and whiteboard.
Technology/Monitor: $30.00 per hour
Campus Police after business hours/weekends $35.00 per hour
TERMINATION WITHOUT CAUSE: Either Party may terminate this Agreement by giving 60 days’ written notice to the other. Should the INCUBATOR terminate pursuant to this section, notice to MEMBER will be made to the sign in email address provided at INCUBATOR sign up. MEMBER’s 60 days’ notice may be sent by email to this address: firstname.lastname@example.org.
TERMINATION FOR CAUSE: INCUBATOR/Concordia reserves the right to immediately remove MEMBER from Concordia property and/or immediately terminate this Agreement for any violation of law, alleged or proven, and/or INCUBATOR/Concordia Policy. If this Agreement is terminated for cause, Fee Payments already paid will not be prorated and/or refunded.
NON-DISCRIMINATION: The Incubator for Innovation and Impact, as a part of Concordia, strives to maintain a living, working, and learning environment that is free from discrimination, harassment, sexual violence, and other forms of mistreatment. Mistreatment of any employee, student, or visitor of Concordia or of any other person associated with the university is contrary to the religious and moral tenets and the mission of Concordia. The university prohibits harassment and discrimination on the basis of gender, race, color, religion, age, national origin, disability, genetic information, military or veteran status, and any other basis protected by law. All MEMBERS are required to comply with Concordia’s policy of non-discrimination, which include compliance with Title IX, Title VI, the Americans with Disabilities Act, the Age Discrimination Act, and Section 504 of the Rehabilitation Act.
POLICY COMPLIANCE: All participants in the Concordia Incubator for Innovation and Impact are required to comply with all Concordia policy and handbooks applicable to students which can be found on Concordia University Texas’s website and may be developed by the INCUBATOR.
LEGAL COMPLIANCE: MEMBER agrees to comply with all federal, state and local laws, including the Family Educational Rights and Privacy Act (FERPA), as applicable with respect to MEMBER’s participation in the INCUBATOR programs and services.
INDEMNIFICATION: MEMBER SHALL DEFEND, INDEMNIFY, AND HOLD CONCORDIA, ITS OFFICERS, TRUSTEES, AGENTS, AND EMPLOYEES HARMLESS FOR, FROM AND AGAINST ALL CLAIMS, INCLUDING INTELLECTUAL PROPERTY CLAIMS, COSTS, DAMAGES, EXPENSES, AND LIABILITIES (INCLUDING REASONABLE ATTORNEYS’ FEES AND COURT COSTS) INCURRED BY CONCORDIA WITH RESPECT TO ANY CLAIM ARISING OUT OF MEMBER’S PERFORMANCE OF HIS/HER OBLIGATIONS UNDER THIS AGREEMENT AND PARTICIPATION IN THE INCUBATOR, MEMBER’S BREACH OF ANY PROVISION CONTAINED IN THIS AGREEMENT, NON-COMPLIANCE WITH ANY APPLICABLE LAW, OR ANY ACT OR OMISSION OF MEMBER OR ANY ITS EMPLOYEES, AGENTS, OFFICERS, DIRECTORS, OR SUBCONTRACTORS IN CONNECTION WITH MEMBER’S INCUBATOR PARTICIPATION OR THEIR PRESENCE ON CONCORDIA’S PROPERTY; PROVIDED, HOWEVER, THAT MEMBER SHALL NOT INDEMNIFY, DEFEND, OR HOLD CONCORDIA HARMLESS FROM ANY CLAIMS, COSTS, DAMAGES, EXPENSES, AND LIABILITIES THAT ARISE SOLELY OUT OF THE ACTIONS OR OMISSIONS OF CONCORDIA. THESE OBLIGATIONS TO INDEMNIFY, DEFEND AND HOLD HARMLESS SHALL SURVIVE EXPIRATION OR TERMINATION OF THIS AGREEMENT.
In defending Concordia for or from an indemnified claim, MEMBER, at its own expense, shall provide Concordia and its officers, trustees, agents and employees with a competent, diligent defense in accordance with this Agreement. MEMBER is to engage counsel reasonably acceptable to Concordia to conduct the defense. Concordia, at its own expense, may engage separate counsel to monitor a defense provided by Concordia, and in such event, MEMBER shall instruct counsel it engages for the defense to reasonably cooperate with Concordia’s monitoring counsel.
DISPUTE RESOLUTION: If a dispute arises out of this contract, and if the dispute cannot be settled through negotiation, the parties shall first to try in good faith to settle the dispute by mediation before resorting to arbitration, litigation, or some other dispute resolution procedure.
ATTORNEYS’ FEES: In the event that any action or proceeding is brought to enforce any term, covenant, or condition of this Agreement, the prevailing party shall be entitled to recover reasonable attorneys’ fees and court costs.
GOVERNING LAW & VENUE: The terms and conditions contained in this Agreement shall be governed and controlled by the laws of the State of Texas. Both Parties agree that the sole proper venue for any disputes arising under this Agreement shall be in the state or federal courts situated in Travis County, Texas.
MEMBERS DECLARATION & PAYMENT DETAILS: Before signing this Agreement, I, MEMBER, have read, understand and hereby agree to all of the the terms and conditions of INCUBATOR membership, as defined this Agreement; and know that it affects my legal rights.
Cobot is the web platform used by IncubatorCTX 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 email@example.com.
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.