Individual - Annual Terms and Conditions

STANDARD MEMBERSHIP AGREEMENT

This STANDARD MEMBERSHIP AGREEMENT is entered into by and between Actuate Boise, Inc., an Idaho nonprofit corporation doing business as Trailhead (“Trailhead”), and you (“Member”). Trailhead provides a shared, community-driven co-workspace and certain services to persons and entities for a fee. Member seeks to use Trailhead’s co-workspace, and certain services which Trailhead offers for a fee. The parties to this Agreement, with the intent to be mutually and legally bound, for good, valuable and sufficient consideration, agree as follows: 1. Description of Services; Acceptance of Terms. Trailhead will provide Member with access to office space, internet access, conference space, knowledge resources, access to events, and other services as Trailhead may provide from time to time (collectively “Services”) all located at 500 S. 8th Street, Boise, Idaho (the “Premises”). Member agrees to use the Services subject to the following terms and to abide by Trailhead’s Code of Conduct. Trailhead retains the right to update, amend and/or change the Code of Conduct at any time without prior notice to Member.

2. Use of Services and Premises.

This Standard Membership Agreement does not create a tenancy, but a prepaid usage license to use the Services and the Premises on a monthly or casual basis. Member agrees, when participating in or using the Services or Premises, Member will not:

a. Disturb other licensees and recognize their right to quiet enjoyment of the premises. Member shall not listen to radios and other such equipment except with headphones; will conduct phone conversations quietly or use the phone room ensuring that all noise that might disturb other members be kept to a minimum;

b. Abuse the conference room policy and pay for its use;

c. Lend keys or give codes to anyone; allow a nonmember to use the space unless accompanied by Member; be responsible for your Members’ guests’ actions at all times;

d. Bring pets into the Premises at any time;

e. Bring bicycles into the Premises without permission.

f. Place any signs or lettering anywhere in the Premises or the building.

g. Keep any flammable or hazardous substances in the Premises.

h. Spam, post or download files that Member knows or should know are illegal or that Member has no rights to; access any other device connected to the Trailhead network or the Internet that Member does not have permission to access;

i. Defame, abuse, harass, stalk, threaten or otherwise violate the legal rights (such as rights of privacy and publicity) of others;

j. Publish, post, upload, distribute or disseminate any inappropriate, profane, defamatory, obscene, indecent or unlawful topic, name, material or information on or through Trailhead servers.

k. 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;

l. 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’s computer or property of another.

m. Restrict or inhibit any other Member from using and enjoying the Services.

n. Violate any code of conduct or other guidelines which may be applicable for any particular Service (including the Code of Conduct);

o. Harvest or otherwise collect information about other, including email addresses, without the authorization or consent of the disclosing party. p. Violate any applicable laws or regulations.

3. Invoicing and Payment.

Member is automatically invoiced monthly or annually in advance based on its membership option. Payment is required at the beginning of the month for that period. Member will provide Trailhead with a credit card or debit card number from a card issuer acceptable to Trailhead in order to activate use of the Services. Member hereby authorizes Trailhead to charge and/or place a hold on Member’s credit or debit card with respect to any charges for the Services based upon Trailhead’s fee schedule then in effect. Member authorizes the issuer of the card to pay any amounts described herein without requiring a signed receipt, and Member agrees that this Agreement are to be accepted as authorization to the issuer of the card to pay all such amounts. Member authorizes Trailhead to continue to attempt to charge and/or place holds with respect to all sums described herein, or any portion thereof, to Member’s card until such amounts are paid in full. Member agrees to provide Trailhead with updated card information upon request and at any time the information previously provided is no longer valid.

Member acknowledges and agrees that Trailhead will have no liability whatsoever for any nonsufficient funds or other charges incurred by Member as a result of such attempts to charge and/or place holds on, Member’s card. In the event that Member is enrolled, or later enrolls, in an automatic payment or electronic funds transfer plan, Member agrees that all sums for the Services may be charged, at Trailhead’s option, to the account number provided for such automatic payment or electronic funds transfer plan. When payment is made by credit or debit card, payment will also be subject to the terms and conditions established by the credit or debit card issuer. If there is any dispute as to a charge, Member shall promptly bring such to the attention of Trailhead, but in no event later than the maximum number of days permitted by the credit or debit card processing agreement (and if none is stated then sixty (60) days after the earlier of written confirmation from Trailhead or the posting on Member’s card statement), and otherwise in compliance with applicable law and card agreements if such provide more favorable rights to Member.

4. No Unlawful or Prohibited Use.

As a condition of Member’s use of the Services, Member will not use the Services for any purpose that is unlawful or prohibited by these terms, conditions and notices. Member may not use the Services in any manner that could damage, disable, overburden, or impair any Trailhead server, or the network(s) connected to any Trailhead server, or interfere with any other party’s use and enjoyment of any Services. Member may not attempt to gain unauthorized access to any Services, or accounts, computer systems or networks connected to any Trailhead server or to any of the Services, through hacking, password mining or any other means. Member may not obtain or attempt to obtain any materials or information through any means not intentionally made available through the Services. Member hereby represent and warrant that it has all requisite legal power and authority to enter into and abide by the terms and conditions of this Agreement and Code of Conduct and no further authorization or approval is necessary. Member further represents and warrants that its 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 it is a party.

5. Information disclosure

Trailhead reserves the right at all times to disclose any information about Member, its participation in and use of the Services as Trailhead deems necessary to satisfy any applicable contract, law, regulation, legal process or governmental request. In addition, Trailhead reserves the right at all times to edit, refuse to post or to remove any information or materials, in whole or in part, in Trailhead’ sole discretion.

6. Participation in or Use of Services.

Member acknowledges that it is participating in or using the Services at its own free will and decision. Member acknowledge that Trailhead does not have any liability with respect to its access, participation in, use of the Services, or any loss of information resulting from such participation or use, including any advice or information provided by any third parties in connection with the Services.

7. Compliance with Laws and Agreements.

Member agrees to comply with all applicable laws, ordinances, and codes of Federal, state and local governments. Member shall abide by all terms of that certain Entrepreneurship Consulting Agreement dated February 3, 2015 (the “Consulting Agreement”), and that certain office lease attached to the Consulting Agreement (the “Lease”). Member agrees that it’s use of the Premises will not extend beyond this Agreement, the Consulting Agreement and the Lease.

8. Disclaimer of Warranties.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, TRAILHEAD PROVIDES THE SERVICES "AS IS" AND WITH ALL FAULTS, AND HEREBY DISCLAIMS WITH RESPECT TO THE SERVICES ALL WARRANTIES AND CONDITIONS, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, ANY (IF ANY) WARRANTIES, DUTIES OR CONDITIONS OF OR RELATED TO: MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, LACK OF VIRUSES, ACCURACY OR COMPLETENESS, 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 MEMBER.

9. Exclusion of Incidental, Consequential and Certain Other Damages.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL TRAILHEAD OR ITS AFFILIATES, DIVISIONS, AND THEIR PAST, PRESENT AND FUTURE OFFICERS, AGENTS, SHAREHOLDERS, MEMBERS, REPRESENTATIVES, EMPLOYEES, SUCCESSORS AND ASSIGNS, JOINTLY OR 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 FAULT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, BREACH OF CONTRACT OR BREACH OF WARRANTY OF TRAILHEAD OR ITS SERVICE PROVIDERS, AND EVEN IF TRAILHEAD HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. BECAUSE SOME STATES/JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO MEMBER.

10. Limitation of Liability and Remedies. NOTWITHSTANDING ANY DAMAGES THAT MEMBER MIGHT INCUR FOR ANY REASON WHATSOEVER (INCLUDING, WITHOUT LIMITATION, ALL DAMAGES REFERENCED ABOVE AND ALL DIRECT OR GENERAL DAMAGES), THE ENTIRE LIABILITY OF TRAILHEAD OR ITS AFFILIATES, DIVISIONS, AND THEIR PAST, PRESENT AND FUTURE OFFICERS, AGENTS, SHAREHOLDERS, MEMBERS, REPRESENTATIVES, EMPLOYEES, SUCCESSORS AND ASSIGNS UNDER ANY PROVISION OF THIS AGREEMENT AND MEMBER’S EXCLUSIVE REMEDY FOR ALL OF THE FOREGOING SHALL BE LIMITED TO ACTUAL DAMAGES INCURRED BY MEMBER BASED ON REASONABLE RELIANCE UP TO ONE HUNDRED DOLLARS (USD $100.00). THE FOREGOING LIMITATIONS, EXCLUSIONS AND DISCLAIMERS (INCLUDING SECTIONS 8 AND 9 ABOVE) SHALL APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EVEN IF ANY REMEDY FAILS ITS ESSENTIAL PURPOSE.

11. Termination. Trailhead reserves the right to terminate any Service at any time for any reason. Trailhead further reserves the right to terminate Member’s participation in and use of any Services, immediately and without notice, if Member fails to comply with the Code of Conduct.

12. Non-Disparagement Member shall, during and after the participation in and use of the Services, refrain from making any statements or comments of a defamatory or disparaging nature to any third party regarding Trailhead, or any of Trailhead’ officers, directors, employees, personnel, agents, policies, services or products, other than to comply with law.

13. Indemnification. Member releases, and hereby agrees to indemnify, defend and save harmless Actuate Boise, Inc., d/b/a Trailhead and its affiliates, divisions, directors, present and future officers, agents, members, representatives, employees, successors and assigns (each an “Indemnitee”), jointly and individually, from and against all claims, liabilities, losses, damages, costs, expenses, judgments, fines and penalties based upon or arising out of Member’s negligent actions, errors and omissions, willful misconduct and fraud in connection with the participation in or use of the Services or the Premises, including any liability of Trailhead under Section 7A of the Consulting Agreement. Member shall be liable for any attorney’s fees and costs incurred by any Indemnitee in connection with the defense of any claim or lawsuit arising from Member’s violation of this Agreement or the Code of Conduct.

14. Severability. In the event that any provision or portion of this Agreement or Code of Conduct is determined to be invalid, illegal or unenforceable for any reason, in whole or in part, the remaining provisions of this Agreement or Code of Conduct shall be unaffected thereby and shall remain in full force and effect to the fullest extent permitted by applicable law.

15. Insurance. As required by the owner of the Premises, Trailhead carries Liability and Business Personal Property insurance. As a user of the Premises, Member is strongly encouraged to carry sufficient insurance to cover its own equipment while using the Premises.

16. Invoicing and Payment.

Member will pay monthly in advance based on your membership option. Payment is required at the beginning of the month for that period. Payment for casual usage of the conference room is paid upon booking the room. If payment is not made on time, Trailhead may terminate this agreement.

17. Agreement as License.

This Agreement constitutes a license to use the Premises in accordance with the terms of this Agreement and not in any way constitutes a lease or sub-lease.

18. Member’s use of the Premises. Member understands other persons and entities will have access to the Premises and therefore Member shall not interfere with other persons or entities use of the Premises. Member understands that Member shall not have the permanent use of any space in the Premises except under written agreement with Trailhead.

19. Miscellaneous:

a. This Agreement shall inure to the benefit of and bind the parties hereto and theirsuccessors, heirs, and assigns.

b. This Agreement shall constitute the entire Agreement between the parties.

c. This Agreement shall be governed by the laws of the State of Idaho.

d. This Agreement may be amended or supplemented only by a written instrument signed by both parties hereto.

e. This Agreement may be executed in any number of identical counterparts each of which shall be considered an original but together shall constitute but one and the same Agreement.

f. The captions or paragraph headings are for the convenience and ease of reference only and shall not be construed to limit or alter the terms of this Agreement.

20. Notices.

Any notices under this Agreement shall be delivered in person, by US mail, email, or facsimile or other such service to the party at the address listed below. Any such notice shall be considered delivered upon delivery in person, by US mail, email, or facsimile or other such service.

Cobot Terms and Conditions

Cobot is the web platform used by Trailhead to provide this website.

Terms of Service Although we may attempt to notify you via email when major changes are made, you should visit this page periodically to review the terms. Cobot may, in its sole discretion, modify or revise these terms and conditions and policies at any time, and you agree to be bound by such modifications or revisions. If you do not accept and abide by this Agreement, you may not use the Cobot service. Nothing in this Agreement shall be deemed to confer any third party rights or benefits.

Description of Service Cobot is an application to manage coworking spaces (the "Service") from Upstream - Agile GmbH ("upstream). You understand and agree that the Service is provided on an AS IS and AS AVAILABLE basis. upstream disclaims all responsibility and liability for the availability, timeliness, security or reliability of the Service. upstream also reserves the right to modify, suspend or discontinue the Service with or without notice at any time and without any liability to you.

Personal Use The Service is made available to you for your personal use only. You must provide current, accurate identification, contact, and other information that may be required as part of the registration process and/or continued use of the Service. You are responsible for maintaining the confidentiality of your Service password and account, and are responsible for all activities that occur thereunder. upstream reserves the right to refuse service to anyone at any time without notice for any reason.

Proper Use You agree that you are responsible for your own communications and for any consequences thereof. Your use of the Service is subject to your acceptance of and compliance with this Agreement. You agree that you will use the Service in compliance with all applicable local, state, national, and international laws, rules and regulations, including any laws regarding the transmission of technical data exported from your country of residence. You shall not, shall not agree to, and shall not authorize or encourage any third party to: (i) use the Service to upload, transmit or otherwise distribute any content that is unlawful, defamatory, harassing, abusive, fraudulent, obscene, contains viruses, or is otherwise objectionable as reasonably determined by upstream; (ii) upload, transmit or otherwise distribute content that infringes upon another party’s intellectual property rights or other proprietary, contractual or fiduciary rights or obligations; (iii) prevent others from using the Service; or (iv) use the Service for any fraudulent or inappropriate purpose. Violation of any of the foregoing may result in immediate termination of this Agreement, and may subject you to state and federal penalties and other legal consequences. upstream reserves the right, but shall have no obligation, to investigate your use of the Service in order to determine whether a violation of the Agreement has occurred or to comply with any applicable law, regulation, legal process or governmental request.

Content of the Service upstream takes no responsibility for third party content (including, without limitation, any viruses or other disabling features), nor does upstream have any obligation to monitor such third party content. upstream reserves the right at all times to remove or refuse to distribute any content on the Service, such as content which violates the terms of this Agreement. upstream also reserves the right to access, read, preserve, and disclose any information as it reasonably believes is necessary to (a) satisfy any applicable law, regulation, legal process or governmental request, (b) enforce this Agreement, including investigation of potential violations hereof, (c) detect, prevent, or otherwise address fraud, security or technical issues, (d) respond to user support requests, or (e) protect the rights, property or safety of upstream, its users and the public. upstream will not be responsible or liable for the exercise or non-exercise of its rights under this Agreement.

Intellectual Property Rights upstream’s Intellectual Property Rights. You acknowledge that upstream owns all right, title and interest in and to the Service, including without limitation all intellectual property rights (the "upstream Rights"), and such upstream Rights are protected by international intellectual property laws. Accordingly, you agree that you will not copy, reproduce, alter, modify, or create derivative works from the Service. You also agree that you will not use any robot, spider, other automated device, or manual process to monitor or copy any content from the Service. The upstream Rights include rights to (i) the Service developed and provided by upstream; and (ii) all software associated with the Service.

Your Intellectual Property Rights upstream does not claim any ownership in any of the content that you upload, transmit or store in your Cobot account. We will not use any of your content for any purpose except to provide you with the Service.

Representations and Warranties You represent and warrant that (a) all of the information provided by you to upstream to participate in the Services is correct and current; and (b) you have all necessary right, power and authority to enter into this Agreement and to perform the acts required of you hereunder.

Privacy As a condition to using the Service, you agree to the terms of the Cobot Privacy Policy as it may be updated from time to time. upstream understands that privacy is important to you. You do, however, agree that upstream may monitor, edit or disclose your personal information, if required to do so in order to comply with any valid legal process or governmental request (such as a search warrant, subpoena, statute, or court order), or as otherwise provided in these Terms of Service and the Cobot Privacy Policy.

Account Inactivity After a period of inactivity, whereby a user fails to log in to an account for a period of nine months, Cobot reserves the right to disable or terminate the account. If an account has been deactivated for inactivity, the username associated with that account may be given to another user without notice to you or such other party.

Privacy As a condition to using the Service, you agree to the terms of the Cobot Privacy Policy as it may be updated from time to time. upstream understands that privacy is important to you. You do, however, agree that upstream may monitor, edit or disclose your personal information, if required to do so in order to comply with any valid legal process or governmental request (such as a search warrant, subpoena, statute, or court order), or as otherwise provided in these Terms of Service and the Cobot Privacy Policy.

Termination; Cancellation You may cancel your use of the Services and/or terminate this Agreement with or without cause at any time by providing notice to upstream at https://Cobot.me/pages/imprint; provided, however, that a terminated account may continue to exist for up to two business days before such cancellation takes effect. Cobot may at any time and for any reason terminate the Services, terminate this Agreement, or suspend or terminate your account. In the event of termination, your account will be disabled and you may not be granted access to your account or any files or other content contained in your account although residual copies of information may remain in our system. Except as set forth above or unless upstream has previously canceled or terminated your use of the Services (in which case subsequent notice by upstream shall not be required), upstream will notify you via email of any such termination or cancellation, which shall be effective immediately upon upstream’s delivery of such notice. Sections 3, 4, 5, 7, and 9 – 11 of the Agreement shall survive expiration or termination.

Indemnification You agree to hold harmless and indemnify upstream, and its subsidiaries, affiliates, officers, agents, and employees from and against any third party claim arising from or in any way related to your use of the Service, including any liability or expense arising from all claims, losses, damages (actual and consequential), suits, judgments, litigation costs and attorneys’ fees, of every kind and nature. In such a case, upstream will provide you with written notice of such claim, suit or action.

Choice of Law; Jurisdiction These Terms of Use will be governed by and construed in accordance with the laws of the State of Germany, without giving effect to its conflict of laws provisions or your actual state or country of residence. Any claims, legal proceeding or litigation arising in connection with the Service will be brought solely in Germany, and you consent to the jurisdiction of such courts.

back