I, (hereinafter “I”, “Me,” or “Member”), agree that the Services provided to Me by Bat Haus LLC and/or Cody Sullivan and/or Natalie Piwen Chan (hereinafter “BAT HAUS”)--said Services including but not limited to Internet access and use of the office space at 459 Grand Street, Brooklyn, NY 11211 (hereinafter “The Space”)--are subject to the following Terms and Conditions of Membership.
**I AGREE TO BE RESPECTFUL WITH THE VOLUME OF MY VOICE, TO KEEP PHONE CALLS SHORT AND QUIET IN THE MAIN OFFICE, AND TO AVOID ANY BEHAVIOR THAT IS DEEMED DISTRACTING TO OTHER MEMBERS. MY MEMBERSHIP WILL BE REVOKED IF I FAIL TO FOLLOW THESE RULES.**
# 1. LIMITED RIGHTS TO USE OF SPACE
1.1. BAT HAUS membership application does not create a tenancy but a prepaid usage license to use the provided amenities on a monthly or casual basis.
1.2. I understand that membership is a privilege that may be revoked at BAT HAUS's discretion. If my membership is revoked, I understand that BAT HAUS will return my membership dues for the remaining period of membership, and I agree to forfeit my membership, keys, and any other evidence of membership.
1.3. I understand that all amenities provided by BAT HAUS, including but not limited to opening hours, availability of a particular working area, use of the printer, or availability of the Internet are to be deemed as additional privileges of membership not included in the cost of membership and subject to change.
1.4. I understand that my use of The Space may on occasion be disrupted. This may include, but is not limited to: (I) the offering of events or Services on the premises that are not included in the standard membership and that may require additional fees to attend or use, and (ii) the need to move to another work area and under rare circumstances to vacate the premises entirely.
1.5. I understand that BAT HAUS will do its best to announce to the member community in advance of any known changes or disruptions to member access to The Space or to the use of Services provided by BAT HAUS.
# 2. TERMS OF PAYMENT
2.1. Terms of Payment in this section (section 2) applies to the Legal Entity if indicated as responsible for payment in the above Membership Agreement.
2.2. Automatic Renewal. I understand that my membership will continue indefinitely until cancelled by me. I agree that my membership will be subject to this automatic renewal feature. If I want to terminate the membership, I will go to my Cobot account, under "Membership" and "Settings" to cancel my membership. If I cancel my membership, I may use it until the end of my then-current membership term. My membership will not be renewed after my then-current term expires. However I won't be eligible for a prorated refund of any portion of the membership fee paid for the then-current membership period. By accepting this Membership Contract (T&C), I authorize BAT HAUS to charge my Payment Method provided by me when signing up the membership via Cobot website now and again at the beginning of any subsequent membership period. I accept full responsibility for such charges. I acknowledge that I may cancel such authorization at any time. Upon the renewal of my membership, if BAT HAUS does not receive payment from my Payment Method provider, (I) I agree to pay all amounts due on my billing account upon demand, and/or (ii) I agree that BAT HAUS may either terminate or suspend my membership and continue to attempt to charge my Payment Method provider until payment is received (upon receipt of payment, my membership will be activated). My new membership period will begin as of the day payment was received.
# 3. RESPECT FOR COMMUNITY INTERESTS
3.1. I understand that BAT HAUS workspace has been created for the benefit of the entire community of members and that my own membership should not interfere with the interests of the community as a whole.
3.2. I agree to be respectful with the volume of my voice, to keep phone calls short and quiet in the main office, and to avoid any behavior that is deemed distracting to other members. My membership will be revoked if I fail to follow these rules.
3.3. I understand that no member, including myself, has rights to permanent use of any given space except under written agreement with BAT HAUS.
3.4. I agree not to maintain or store any inventory of goods in common areas of the premises that have not been expressly designed for such purpose or approved by BAT HAUS.
3.5. I understand that I must clean up after myself or my guests.
3.6. I understand that I must receive permission from BAT HAUS to post signs, host events, or otherwise use The Space in ways that may impose on the interests of the membership community.
3.7. I agree not to act in a manner that in BAT HAUS's sole discretion does or is likely to adversely affect the peaceful operation or enjoyment of The Space, the building in which The Space is located, or the building's occupants, guests, or contractors.
# 4. NO ILLEGAL OR OTHERWISE OBJECTIONABLE ACTIVITY
4.1. I agree not to engage in any illegal activity in The Space or in or around the building in which The Space is located, including but not limited to drug use or illegal online activity.
4.2. I agree not to engage in any online or business activity of the sort that may damage or impair the functioning of The Space or its Services, including but not limited to overburdening or impairing any servers or networks connected to The Space.
4.3. I further agree not to engage in any online or business activities of a questionable moral character that may damage or otherwise adversely affect the benefits of Membership, BAT HAUS's reputation, or the reputation of Members of The Space, including but not limited to using The Space in connection with downloading or using trademarked or copyrighted material without permission, pyramid schemes, spam, identity theft, defaming or harassing others, or uploading or downloading profane or indecent material. In cases where a judgment call remains to be made, such judgements will be made at the sole discretion of BAT HAUS. I may not attempt to gain unauthorized access to any Services, or accounts, computer systems or networks connected to any BAT HAUS server or to any of the Services, through hacking, password mining or any other means. I may not obtain or attempt to obtain any materials or information through any means not intentionally made available through the Services, nor should you post or download files that I know or should know are illegal or that I have no rights to.
I hereby represent and warrant that I have all requisite legal power and authority to enter into and abide by the terms and conditions of this T&C and no further authorization or approval is necessary. I further represent and warrant that my participation or use of the Services will not conflict with or result in any breach of any license, contract, agreement or other instrument or obligation to which I am a party.
4.4. I agree that when participating in or using the Services, I will not:
- Use the Services in connection with contests, pyramid schemes, chain letters, junk email, spamming, or any duplicative or unsolicited messages (commercial or otherwise);
- Defame, abuse, harass, stalk, threaten or otherwise violate the legal rights (such as rights of privacy and publicity) of others; Publish, post, upload, distribute or disseminate any inappropriate, profane, defamatory, obscene, indecent or unlawful topic, name, material or information on or through BAT HAUS servers.
- Upload, or otherwise make available, file that contain images, photographs, software or other material protected by intellectual property laws, including, by way of example, and not as a limitation, copyright, trademark laws (or by rights of privacy or publicity) unless I own or control the rights thereto or have received all necessary consent to do the same.
- 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;
- Upload files that contain viruses, Trojan Horses, Worms, time bombs, candlebots, corrupted files, or any other similar software or programs that may damage the operation of another computer or property of another coworker.
- Download any file that I know, or reasonably should know, cannot be legally reproduced, displayed, performed, and/or distributed in such manner.
- Restrict or inhibit any other user from using and enjoying the Services.
- Violate any code of conduct or other guidelines which may be applicable for any particular Service (including the Building Rules).
- Harvest or otherwise collect information about other, including email address, without the authorization or consent of the disclosing party.
- Violate any applicable laws or regulations; or
- Create false identity for the purpose of misleading others.
4.5. BAT HAUS reserves the right at all times to disclose any information about me and my participation in and use of the Services as BAT HAUS deems necessary to satisfy any applicable law, regulation, legal process or governmental request, or to edit, refuse to post or to remove any information or materials, in whole or in part in BAT HAUS sole discretion.
# 5. INDEMNIFICATION AND LIMITED LIABILITY
5.1. I agree that I am legally responsible if someone or something at The Space gets hurt or damaged as a result of my negligence. I also agree that I am legally responsible for any person that I bring to The Space who is not a member of BAT HAUS.
5.2. In no event shall BAT HAUS, or its agents, employees, members, shareholders, or guests be liable for any direct, special, incidental, indirect, punitive, consequential or other damages whatsoever, including but not limited to damages for: loss of profits, loss of confidential or other information, business interruption, personal injury, loss of privacy, failure to meet any duty, negligence, and any other pecuniary or other loss whatsoever, arising out of or in any way related to the participation in or inability to participate in or use of The Space or its Services, the provision of or failure to provide Services, or otherwise under or in connection with any provision of this agreement.
5.3. I AGREE NOT TO HOLD BAT HAUS OR ITS EMPLOYEES OR AGENTS RESPONSIBLE FOR the loss, theft, or damage of Member's personal belongings including but not limited to laptop computers (monitors and hard drives), cell phones, clothing, bags, wallets, or books.
5.4. BAT HAUS will carry Liability and Personal Property insurance for property belonging to BAT HAUS. As a Member, it is strongly suggested that you carry your own liability and personal property insurance policy to cover your own property and to protect yourself against damage to BAT HAUS, The Space, or other Member's personal belongings.
5.5. I release, and hereby agree to indemnify, defend and save harmless BAT HAUS and BAT HAUS subsidiaries (whether or not wholly-owned), affiliates, divisions, and their past, present and future officers, agents, shareholders, members, representatives, employees, successors and assigns, jointly and individually, from and against all claims, liabilities, losses, damages, costs, expenses, judgements, fines and penalties based upon or arising out of my negligent actions, errors and omissions, willful misconduct and fraud in connection with the participation in or use of the Services. I further agree in the event that I bring a claim or lawsuit in violation of this agreement, I shall be liable for any attorney fees and costs incurred by BAT HAUS or its respective officers and agents in connection with the defense of such claim or lawsuit.
# 6. CONFIDENTIALITY
6.1 I acknowledge and agree that during my participation in and use of the Services I may expose to Confidential Information. “Confidential Information” shall mean all information, in whole or in part, that is disclosed by BAT HAUS or any participant of used of the Services or any employee affiliate, or agent thereof, that is non-public, confidential or proprietary in nature. Confidential information also includes, without limitation, information about business, sales, operations, know-how, trade secrets, business affairs, any knowledge gained through examination or observation of or access to the facilities, computer systems and/or books and records of BAT HAUS, any analyses, compilations, studies or other documents prepared by BAT HAUS or otherwise derived in any manner from the Confidential Information that I am obliged to keep confidential or know or have reason to know should be treated as confidential. My participation in and/or use of the Services obligates me to: (1) maintain all Confidential information in strict confidence; (2) not to disclose Confidential Information to any third parties; (3) not to sue the Confidential Information in any way directly or indirectly deter mined to BAT HAUS or any participant or user of the Services.
All confidential information remains the sole and exclusive property of BAT HAUS or the respective disclosing party. I acknowledge and agree that nothing in this T&C or my participation or use of the Services will be construed as granting any rights to me, by license or otherwise, in or to any Confidential information or any patent, copyright or other intellectual property proprietary rights of BAT HAUS or any participant or user of the Services.
# 7. PARTICIPATION IN OR USE OF SERVICES
7.1. I acknowledge that I am participating in or using the Services at my own free will and decision. I acknowledge that BAT HAUS does not have any liability with respect to my access, participation in, use of the Services, or any loss of information resulting from such participation or use.
# 8. DISCLAIMER OF WARRANTIES
8.1. To the maximum extent permitted by the applicable law, BAT HAUS provides the Services “as is” and with all faults, and hereby disclaim with respect to the services all warranties and conditions, whether express, implied or statutory, including but not limited to: merchantability, fitness for a particular purpose, lack of viruses, accuracy or completeness of responses, results, workmanlike effort and lack of negligence. Also there is no warranty, duty or condition of title, quiet enjoyment, quiet possession, correspondence to description or non-infringement. The entire risk as to the quality, or arising out of participation in or the use of the Services, remains with me.
# 9. EXCLUSION OF INCIDENTAL, CONSEQUENTIAL AND CERTAIN OTHER DAMAGES
9.1. To the maximum extent permitted by the applicable law, in no event shall BAT HAUS or its subsidiaries (whether or not wholly-owned), affiliates, divisions, and their past, present and future officers, agents, shareholders, members, representatives, employees, successors and assigns, jointly and individually be liable for any direct, special, incidental, indirect, punitive, consequential or other damages whatsoever (including, but not limited to damages for: loss of 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 pecuniary or other loss whatsoever) arising out of or in any way related to the participation in or inability to participate in or use of the services, the provision of or failure to provide services, or otherwise under or in connection with any provision of this agreement, even in the event of the fault, tort (including negligence), strict liability, breach of contract or breach of warranty of BAT HAUS, and even if BAT HAUS has been advised of the possibility of such damages.
# 10. FINAL PROVISIONS
10.1. I understand that BAT HAUS reserves the right to update these Terms and Conditions of Membership at any time. I understand that BAT HAUS will attempt to contact Members to notify them of any changes within 30 days of their enactment, but I also understand that Members are ultimately responsible to periodically check the Terms and Conditions of Membership for any changes.
10.2. In the event that any provision or portion of these Terms and Conditions of Membership are determined to be invalid, illegal, or unenforceable for any reason, in whole or in part, the remaining provisions shall be unaffected and shall remain in full force and effect to the fullest extent permitted by the law.
10.3. The rights and obligations not specified herein shall be governed by USA law. Any disputes shall be settled in compliance with USA law.
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