The Farm SoHo - Day passes are offered for a single or fixed number of contiguous days, and confer the benefits outlined in the plan for that period exclusively. Membership plans, currently offered confer the benefits outlined in the plan in perpetuity unless otherwise stated, amended or terminated in accordance with the terms and conditions outlined herein.
The dues, booking credits and amenities are outlined in the plan (herein “plan”) you have selected. Use of any amenities or services beyond those provided explicitly in the plan may incur additional fees.
The terms and conditions of your plan and membership are private, and the contents of all agreements are to remain confidential, exclusively between you and The Farm Soho. You understand that any other understanding or deviation from the terms and conditions herein are binding only if explicitly agreed to by The Farm Soho in writing.
Any of your employees, agents, or designees joining The Farm Soho now or at any time in the future, are individually required to accept and be bound by these terms and conditions. Member benefits and services are conferred only to the individual member, and may not be transferred or shared, unless otherwise stated. Any individual joining The Farm Soho will be offered to do so on the prevailing plans offered at that time, and the terms and conditions of those plans may substantially differ from those offered under plans today.
It is understood you are charged at the time of booking, regardless of the plan commencement date. It is further understood that The Farm SoHo must first accept your booking, and that benefits and services are only conferred when your request is accepted and payment has been received in full, and then only from the plan commencement date. Day passes are billed on the day of purchase in full at the time of booking. Plan dues, amenities, services and fees are automatically charged on the credit card on file.
The Farm Soho reserves the right to change your membership plan at any time with notice. If you do not wish to continue your membership under the new terms, you must provide cancellation notice as described below. As membership rates are subject to change, you are advised to check the current prevailing rates with The Farm Soho prior to making changes to your plan.
Your membership does not contain any booking credits that may be applied towards use of resources including conference rooms or event space. Day Pass members are allowed to purchase booking credits at a discounted hourly membership rate that can be used towards conference rooms. Booking credits for individual Day Pass members may not be shared with others. If you exceed your booking allowance, you will be charged for such overages at the prevailing usage rates and those charges will appear on your invoice.
Any property or items remaining on the premises after your termination date will be considered abandoned and disposed of by The Farm Soho at its sole discretion.
DESCRIPTION OF SERVICES. The Farm Soho may provide you with access to office space, workstations, internet access, office equipment, conference space, knowledge resources, and other business services (collectively or in part “Services”). The use of Services shall in no way be understood as granting you any title, easement, lien, possession or related rights in the premises (“Premises”) located at 447 Broadway, New York, NY 10013 (“Building”). All rights hereunder are purely contractual and you shall not receive, or claim to have received, whether expressly or implicitly, any tenancy rights whatsoever. You acknowledge and represents that the TOU herein provides no rights under the The Farm Soho’s lease, that you are not in privy with Landlord, and that you shall have no right to bring or make any claims against the Landlord of 447 Broadway, New York, NY 10013 or any of Landlord’s officers, agents, shareholders, members, representatives, employees, successors and assignees.
AUTHORITY. You hereby represent and warrant that you have all requisite legal power and authority to enter into the TOU and the Plan Terms and Conditions, and no further authorization or approval is necessary. You are advised to review the terms and conditions outlined in the TOU and Plan Terms and Conditions with an attorney. Further, you acknowledge that your continued use of Services is understood as explicit acceptance of the prevailing TOU and Plan Terms and Conditions.
UNLAWFUL OR PROHIBITED USE. As a condition of your use of the Services, you will not use the Services for any purpose that is unlawful or prohibited by these terms, conditions and notices, prohibited by local law or that deviate from the intended purpose of the Services. You may not use the Services in any manner that could damage, disable, overburden, or impair any of The Farm Soho property or services, or interfere with any other party’s use and enjoyment of any Services. You further represent and warrant that your 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 you are a party.
PHOTOGRAPHY. You consent The Farm Soho to use your company name and logo and publish images of your Team Members within the Space for promotional purposes, unless expressed written advice revoking such consent is provided to. Promotional purposes include The Farm Soho and The Farm Soho Events websites, The Farm Soho's company profiles and listings on related 3rd party websites, The Farm Soho's and its partners dedicated social media accounts and websites, The Farm Soho's email marketing campaigns and newsletter.
EXCLUSIVITY. During the term of the license, The Farm Soho does not grant any exclusive rights to you, and you acknowledge that Services may be offered to others under similar or different terms as set forth herein. The Services herein granted may not be transferred to any other person or entity. The Farm Soho may amend services and shall not be responsible for any loss of income, relocation expenses or any other costs directly or indirectly associated with any such changes. The Farm Soho shall not be responsible for any inconvenience or expenses resulting from change of Service with respect to third parties and you shall indemnify The Farm Soho and hold The Farm Soho harmless as to all claims by such parties made in conjunction with any change of Services by The Farm Soho.
DAMAGE. You shall be wholly responsible for any damage, exceeding normal wear and tear, caused by your acts and omissions and those of your agents, guests, employees, delegates, invitees, equipment, fixtures, furnishings, pets, or anyone or anything else you cause to be brought into the Premises or to use the Services.
DISCLOSURES. The Farm Soho reserves the right at all times to disclose any information about you and your participation in, and use of the Services as The Farm Soho 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 The Farm Soho’s sole discretion. Further, you agree to allow The Farm Soho to represent you, your organization or company’s participation in and use of Services in all forms of communication, whether in digital, print or otherwise and to share your personal contact details.
CONFIDENTIALITY. You acknowledge and agree that during your participation in and use of the Services you may be exposed to Confidential Information. “Confidential Information” shall mean all information, in whole or in part, that is disclosed by The Farm Soho or any participant or user of the Services, or any employee, affiliate, or agent thereof, that is nonpublic, confidential or proprietary in nature. Confidential Information also includes, without limitation, information about business, sales, operations, knowhow, trade secrets, technology, products, employees, customers, marketing plans, financial information, services, business affairs, any knowledge gained through examination or observation of or access to the facilities, computer systems and/or books and records of The Farm Soho, any analyses, compilations, studies or other documents prepared by The Farm Soho or otherwise derived in any manner from the Confidential Information and any information that you are obligated to keep confidential or know or have reason to know should be treated as confidential. Your participation in and use of the Services obligates you to: i. Maintain all Confidential Information in strict confidence; ii. Not to disclose Confidential Information to any third parties; iii. Not to use Confidential Information in any way directly or indirectly detrimental to The Farm Soho or any participant or user of the Services. All Confidential Information remains the sole and exclusive property of The Farm Soho or the respective disclosing party. You acknowledge and agree that nothing in the Plan Terms and Conditions or TOU, or your participation or use of the Services, will be construed as granting any rights to you, by license or otherwise, in or to any Confidential Information or any patent, copyright or other intellectual property or proprietary rights of The Farm Soho or any participant or user of the Services.
PARTICIPATION IN OR USE OF SERVICES. You acknowledge that you are participating in, or using the Services of your own free will and decision. You acknowledge that The Farm Soho does not have any liability with respect to your access, participation in, use of the Services, or any loss of information resulting from such participation or use.
DISCLAIMER OF WARRANTIES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE FARM SOHO 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 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 CONCERNING ANY USE OF THE SERVICES. THE ENTIRE RISK AS TO THE QUALITY, OR ARISING OUT OF PARTICIPATION IN OR THE USE OF, THE SERVICES, REMAINS WITH YOU.
EXCLUSIONS OF INCIDENTAL, CONSEQUENTIAL AND OTHER DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL THE FARM SOHO OR ITS SUBSIDIARIES (WHETHER OR NOT WHOLLY-OWNED), AFFILIATES, DIVISIONS, AND THEIR PAST, PRESENT AND FUTURE OFFICERS, AGENTS, SHAREHOLDERS, MEMBERS, REPRESENTATIVES, EMPLOYEES, SUCCESSORS AND ASSIGNEES, 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 THE FAULT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, BREACH OF CONTRACT OR BREACH OF WARRANTY OF THE FARM SOHO, AND EVEN IF THE FARM SOHO HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
LIMITATION OF LIABILITY AND REMEDIES. NOTWITHSTANDING ANY DAMAGES THAT YOU MIGHT INCUR FOR ANY REASON WHATSOEVER (INCLUDING, WITHOUT LIMITATION, ALL DAMAGES REFERENCED ABOVE AND ALL DIRECT OR GENERAL DAMAGES), THE ENTIRE LIABILITY OF THE FARM SOHO 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 UNDER ANY PROVISION OF THIS TOU AND YOUR EXCLUSIVE REMEDY FOR ALL OF THE FOREGOING SHALL BE LIMITED TO ACTUAL DAMAGES INCURRED BY YOU BASED ON REASONABLE RELIANCE UP TO ONE HUNDRED DOLLARS (USD $100.00). THE FOREGOING LIMITATIONS, EXCLUSIONS AND DISCLAIMERS SHALL APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EVEN IF ANY REMEDY FAILS ITS ESSENTIAL PURPOSE.
TERMINATION. The Farm Soho reserves the right to terminate any Service at any time. The Farm Soho further reserves the right to terminate your participation in and use of any Services, immediately and without notice, if you fail to comply with the TOU or Plan Terms and Conditions. YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT NEITHER THE SERVICES PROVIDED BY THE FARM SOHO
NOR THIS AGREEMENT SHALL IN ANY MANNER CONSTITUTE A LANDLORD / TENANT RELATIONSHIP, AND THE FARM SOHO MAY IMMEDIATELY TERMINATE THE SERVICES FOR ANY REASON AT ANY TIME. Upon termination, you agree to immediately remove any and all of your personal property from the Premises.
NON-DISPARAGEMENT. You 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 The Farm Soho, or any of The Farm Soho’s officers, directors, employees, personnel, agents, policies, services or products, other than to comply with law.
INDEMNIFICATION. You release, and hereby agree to indemnify, defend and save harmless The Farm Soho and The Farm Soho’s 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 (including, without limitation, reasonable attorney’s fees), judgments, fines and penalties based upon or arising out of your negligent actions, errors and omissions, willful misconduct or fraud in connection with the participation in or use of the Services. You further agree in the event that you bring a claim or lawsuit in violation of this agreement, you shall be liable for any attorneys’ fees and all costs incurred by The Farm Soho or its respective officers and agents in connection with the defense of such claim or lawsuit.
INSURANCE. As required by the owner of Building located at 447 Broadway New York NY 10013, The Farm Soho carries General Liability and Property insurance. It is understood that the The Farm Soho General Liability and Property policy does not extend coverage to you, your employees, invitees, guests, shareholders or any other parties. While The Farm Soho employs certain safeguards and security measures within the Premises, The Farm Soho does not assume any liability for damage, theft or loss of personal property. The Farm Soho members are not required, but it is strongly suggested that they carry an insurance policy to cover their own equipment and personal property while using the Services.
USE OF SERVICES. You agree to the following additional terms and conditions when participating in, or using the Services:
You shall not restrict, interrupt, impose or inhibit others from their rights to enjoy or benefit from the
You shall not engage in any activity that may defame, abuse, harass, stalk, threaten or otherwise
violate the legal rights, including the rights of privacy of others;
You shall not violate any code of conduct or other guidelines which may be applicable for any
You shall not violate any applicable laws or regulations;
You shall not enable any individual unauthorized access to the Services;
You shall not engage in any activity that compromises the professionalism or quality of the Services; You shall not place, or allow anything to be placed in the common areas (walkways, restrooms, kitchen, passageways, doors, elevators, lobby, stairwell, etc.) which would cause any impediment to the passage of others, appear unsightly within or from outside of the Premises, alter the aesthetic or environment, or would in any way cause a disturbance to others either within or outside of the Premises.
You shall not place, or allow anything to be placed in the common areas (walkways, restrooms, kitchen, passageways, doors, elevators, lobby, stairwell, etc.) which would cause any impediment to the passage of others, appear unsightly within or from outside of the Premises, alter the aesthetic or environment, or would in any way cause a disturbance to others either within or outside of the Premises.
You shall not use sidewalks, halls, passageways, exits, entrances, elevators or stairways for any purposes other than for ingress to and egress from the Premises.
Under no circumstance shall you, or anyone be using stairwells or elevators to reach floors above the Premises, or attempt to access any other portion of the Building beyond the Premises.
The Farm Soho retains the right to control, limit or prevent access to the Building and Premises by any persons whose presence is, in the judgment of The Farm Soho, prejudicial to the safety, character, reputation and interests of the Building.
Anyone or anything which you bring into the Premises that causes a disturbance to anyone within the Premises will require that you immediately remedy that disturbance by removing the source or cause. This includes, but is not limited to noise, loud conversation, unruly guests or children, pets, odors, or otherwise.
The restrooms, toilets, urinals, wash bowls and other bathroom apparatus shall not be used for any purposes other than that for which they were constructed, and no foreign substance of any kind whatsoever shall be thrown therein, and to the extent caused by you or your employees or invitees, the expense of any breakage, stoppage or damage resulting from the violation of this norm shall be borne by you.
You understand that the entire Premises is under 24-hour video surveillance, and consent that you and your employees, delegates, agents, guests and other’s entry into the Premises is granted with the explicit understanding that they are being filmed and that such content may be used by The Farm Soho and shared with others for whatever purpose The Farm Soho so chooses.
You shall not cause any unnecessary janitorial labor or services by reason of your carelessness or indifference in the preservation of good order and cleanliness to the Building, Premises or any of the fixtures found therein.
Cooking by any heating element is not permitted on the Premises (the use of a coffee maker and microwave are, however, permitted uses).
You shall not bring upon, use or keep in the Premises or the Building, any kerosene, gasoline or otherwise inflammable or combustible fluid or material, or use any method of heating or air conditioning other than that supplied by The Farm Soho.
The Farm Soho shall have sole power to direct electricians to where and how wires are to be introduced. No boring or cutting of wires is to be allowed without the consent of The Farm Soho. The locations of telephones, call boxes, network points, routers and other office equipment affixed to the Premises are determined by The Farm Soho, in its sole discretion.
You shall not use the Premises for lodging or dwelling.
You shall not install any wall or floor covering in any manner except as approved by The Farm Soho.
No furniture, packages, supplies, equipment or merchandise will be received in the Building or carried up or down in the elevator or stairways, except between such hours and in such elevator and stairways as shall be designated by The Farm Soho.
You shall not cause any door to remain open that may allow others to enter Building or Premises without prior authorization.
Without the prior written consent of The Farm Soho, you shall not use the name of the Building or any picture of the Building in connection with, or in promoting or advertising your business, except you may use the address of the Building as the address of your business
You shall cooperate fully with The Farm Soho to assure the most effective operation of the Premises' and of the Building's heat and air conditioning, and shall refrain from attempting to adjust any controls, nor shall you leave any doors or windows ajar that would affect the temperature within the Premises or Building.
Except for The Farm Soho's gross negligence, you assume full responsibility for protecting the Premises from theft, robbery and pilferage, which includes keeping doors locked and other means of entry to the Premises closed and secured.
Except with the prior written consent of The Farm Soho, you shall not sell or cause to be sold any items or services at retail in or from the Premises, nor shall you carry on or permit or allow any employee or person to carry on the business of machine copying, stenography, typewriting or similar business in or from the Premises for the service or accommodation of occupants of any other portion of the Building without written consent of The Farm Soho.
You shall not conduct any auction nor permit any fire or bankruptcy sale to be held on the Premises, nor store goods, wares or merchandise on the Premises. You shall not allow any vending machines on the Premises without The Farm Soho's prior consent.
All freight must be moved into, within and out of the Building under the supervision of The Farm Soho and according to such regulations as may be promulgated by The Farm Soho. All moving of furniture or equipment into, within or out of the Building by you shall be done at such time and in such manner as directed by The Farm Soho or its agent. In no cases shall items of freight, furniture, fixtures or equipment be moved into or out of the Building or in any elevator between the hours of 7:00 A.M. and 7:00 P.M.
Any individual you invite or escort into the Building or Premises must check-in at the front kiosk without exception on every occasion of their entry to the Premises.
You shall not change locks or install other locks on doors without the prior written consent of The Farm Soho.
You shall give prompt notice to The Farm Soho of any accidents to or defects in plumbing, electrical fixtures or heating apparatus reasonably known to you so the same may be attended to properly.
No objects larger or heavier than the freight elevators of the Building are equipped to carry shall be
brought into or installed on, or in the Premises. The Farm Soho shall have the power to prescribe the weight and position of such objects which shall, if considered necessary by The Farm Soho, be required to be supported by such additional materials placed on the floor as The Farm Soho may direct, and at your expense. In no event can these items exceed a weight for which the floor is designed
Internet Policy: Wireless access to The Internet is provided during your membership. Service interruptions, if they occur, will be handled as promptly as possible. The Farm Soho is not responsible for any data, business or other losses as a result of such interruptions. You are responsible to protect your own computer and data from electrical surges, theft, virus, or other malicious attack. Unless otherwise set forth by The Farm Soho in writing, you are receiving a single user account solely for your use of the Services through one unit per login session. You agree not to resell any aspect of the Service, whether for profit or otherwise, share your IP address or ISP Internet connection with anyone, access the Service simultaneously through multiple units or to authorize any other individual or entity to use the Service. You agree that sharing the Service with another party breaches this TOU and may constitute fraud or theft, for which The Farm Soho reserve all rights and remedies. You have no proprietary or ownership rights to a specific IP or other address, log-in name, or password that you use on our network. The Farm Soho may change your address, log-in name or password at any time. The Farm Soho will assign you an IP address each time you access the Service, and it will vary. You may not assign your log-in name, password or IP address to any other person. You agree not to use the Service, any The Farm Soho or related network or website for any fraudulent, unlawful, harassing or abusive purpose, or so as to damage or cause risk to our business, reputation, employees, subscribers, facilities, or to any person. Improper uses include, but are not limited to: a. violating any applicable law or regulation; b. posting or transmitting content you do not have the right to post or transmit; c. Posting or transmitting content that infringes a third party's trademark, patent, trade secret, copyright, publicity, privacy, or other right; d. Posting or transmitting content that is unlawful, untrue, stalking, harassing, libelous, defamatory, abusive, tortious, threatening, obscene, hateful, harmful or otherwise objectionable as determined in our sole discretion; e. Attempting to intercept, collect or store data about third parties without their knowledge or consent; f. Deleting, tampering with or revising any material posted by any other person or entity; g. Accessing, tampering with or using non-public areas of the Service or any The Farm Soho or related website, computer systems or network; h. Attempting to probe, scan or test the vulnerability of a system or network or to breach security or authentication measures; i. Attempting to access or search the Service or any The Farm Soho or related network or website with any engine, software, tool, agent, device or mechanism other than the software and/or search agents provided by The Farm Soho or other generally available third party web browser; j. Sending unsolicited messages, including without limitation, promotions or advertisements for products or services, "pyramid schemes", "spam", "chain mail" or "junk mail"; k. Using the Service or any The Farm Soho or related website or network to send altered, deceptive or false source-identifying information; l. Attempting to decipher, decompile, disassemble or reverse engineer any of the software comprising or in any way making up a part of the Service or any The Farm Soho or related website or network; m. Interfering or attempting to interfere with the access of any user, host or network, including without limitation, sending a "virus" to the Service or any The Farm Soho or related website or network, overloading, "flooding," "spamming," "crashing," or "mailbombing" the Service or any The Farm Soho or related website or network; or n. Impersonating or misrepresenting your affiliation with any person or entity. If The Farm Soho suspects violations of any of the above, The Farm Soho will investigate and may institute legal action, immediately deactivate Service to any account without prior notice to you, and cooperate with law enforcement authorities in bringing legal proceedings against violators. You agree to reasonably cooperate with The Farm Soho in investigating suspected violations.
You shall not install, maintain or otherwise locate at The Farm Soho any computer server of any kind, whether hardware or software without prior written consent of The Farm Soho.
ENTIRE AGREEMENT. This TOU and the Plan Terms and Conditions constitute the entire agreement between the parties pertaining to the subject matter contained therein, and supersede all prior and contemporaneous agreements, representations, and understandings of the parties pertaining to such subject matter.
SEVERABILITY. In the event that any provision or portion of this TOU or the Plan Terms and Conditions is determined to be invalid, illegal or unenforceable for any reason, in whole or in part, the remaining provisions of this TOU and the Plan Terms and Conditions shall be unaffected thereby and shall remain in full force and effect to the fullest extent permitted by applicable law.
WAIVERS. No waiver shall be binding on The Farm Soho unless executed in writing by an authorized representative of The Farm Soho.
SUCCESSORS AND ASSIGNS. This TOU and the Plan Terms and Conditions shall be binding on your heirs, legal representative, successors and assigns.
ASSIGNMENT. In no event may you assign in whole or in part your membership or use of the Services, without the advance written consent of The Farm Soho.
NOTICE. All notices, requests, demands or other communications for which this TOU or the Plan Terms and Conditions provides shall be in writing and shall be addressed at the following addresses:
If to The Farm Soho:
The Farm Soho
447 Broadway / 2nd Floor New York, NY 10013 Attn: Member Services
If to you:
At the Billing Address or Email set forth in the Membership Agreement
All notices under this TOU and the Plan Terms and Conditions shall be effective: (a) forty-eight (48) hours after deposit in the U.S. Mail, postage prepaid, registered or certified mail, return receipt requested; (b) Upon delivery, if delivered in person to the address set forth above; or (c) upon delivery, if sent by commercial express service, such as Federal Express, except that
notices of change of address shall be effective upon receipt ; or (d) forty-eight (48) hours if sent and received via electronic mail.
LEGAL FEES. If The Farm Soho shall bring any action for any relief against you arising out of this TOU or the Plan Terms and Conditions, the losing party shall pay to the prevailing party a reasonable sum for attorneys' fees and costs incurred in bringing such suit and / or enforcing any judgment granted therein, all of which shall be deemed to have accrued upon the commencement of such action and shall be paid whether or not such action is prosecuted to judgment.
GOVERNING LAW. The rights and obligations of hereunder shall be governed by, and this TOU and the accompanying Plan Terms and Conditions shall be construed and enforced in accordance with the laws of the State of New York. Venue for the resolution of any dispute arising out of this TOU or the Plan Terms and Conditions shall be in the borough of Manhattan, New York City.
I hereby acknowledge that I have read and understood all of the terms and conditions contained in this TOU, and further agree to be bound collectively by the TOU and Plan Terms and Conditions regarding my participation in and use of the Services.
Cobot is the web platform used by The Farm SoHo to provide this website.
1.1. Upstream-Agile GmbH, Adalbertstraße 7-8, 10999 Berlin, registered with the commercial register of the local court (Amtsgericht) of Charlottenburg under HRB 110149 B (“upstream”) provides an application to manage coworking spaces via its website www.cobot.me (the “Service” or “Services” or “Cobot”) as further specified on www.cobot.me (the “Website”).
1.2. All contractual relationships between upstream and any customer of upstream using Cobot (“Customer”, together with upstream the “Parties”, each a “Party”) shall be governed by these terms of service (“Terms of Service”). By registering on the Website or using Cobot, the Customer agrees to be bound by these Terms of Service.
1.3. Standard business conditions and/or general terms and conditions of the Customer do not apply, regardless of whether or not upstream has expressly objected to them in a particular case.
2.1. Any use of Cobot requires prior registration on the Website by creating an account (“Account”) and the acceptance of these Terms of Service. Customer must provide accurate and complete information and keep the Account information updated.
2.2. Customer is solely responsible for the activity that occurs on their Account. Customer shall keep their login data (password) confidential and prevent any unauthorized use by third parties. He shall immediately inform upstream if there are indications that any third party is misusing their account.
3.1. Offers published by upstream on the Website are non-binding.
3.2. The Customer may use Cobot for a trial run after registering. The Customer may only register for a trial run once. If a Customer registers for more than one trial run, upstream will have the right to delete these additional Accounts.
3.3. By registering on the Website according to section 2 hereof and subscribing to a subscription plan, the Customer makes a binding offer to use the respective Services. The offer shall be deemed to be accepted by upstream by making available the respective Service. Upon the acceptance of a subscription a contract governed by these Terms of Service between the Customer and upstream is concluded (the “Contract”).
4.1. The price for using Cobot depends on the number of members which are using the coworking space of the respective Customer (each a “Member”).
4.2. The Customer will be required to provide upstream with billing and account information for credit card, debit or other payment systems, such as PayPal, (each a “Payment Source”) for which the Customer is authorized to approve charges to allow upstream to collect payment from the Customer for their subscription plan. The Customer authorizes upstream to automatically and immediately bill the Payment Source when payments for subscription plans are due. The Customer shall only be allowed to raise an objection to a bill/deduction within eighty days starting from the day the deduction was made. If the objection was not raised, the deduction is deemed accepted by the Customer.
4.3. The billing of a subscription plan is made on a pre-paid basis. The payment source will be billed within five bank working days of the beginning of the chosen subscription period and then on a monthly or, as applicable, annual basis.
4.4. The prices stated on the Website are net prices excluding VAT. All other charges in connection with the use of the Services shall be borne by the Customer.
5.1. The Contract runs for an indefinite time and will remain in effect until terminated by one of the Parties in accordance with the Terms of Service.
5.2. The Parties may terminate this Contract for any or no reason at their convenience to the end of each month.
5.3. The Customer having used the trial run may unsubscribe from Cobot anytime without giving reason and without notice by using the respective button in their account.
5.4. The right of termination for cause and without notice remains unaffected for both Parties. A good cause for termination shall include, but shall not be limited to, any of the following events:
5.4.1. the Customer fails to comply with any applicable legal provisions;
5.4.2. a serious breach of the Customer of obligations arising from these Terms of Service by the Customer;
5.4.3. an attempt a denial of service attack on any of the Services by the Customer or any attempt to hack or break any security mechanism on any of the Services;
5.4.4. the Customer fails to pay the fees for the ordered Services;
5.4.5. a proceeding to wind-up the Customer or similar is brought against, or by the Customer (especially including insolvency and creditor protection scenarios and similar).
5.5. Any termination declaration shall be made via the “termination” button within the Account.
5.6. In the event of termination,
5.6.1. the Account of the Customer will be disabled and the Customer may not be granted access to their Account or any files or other content contained in the Account although residual copies of information may remain in upstream’s system;
5.6.2. any rights of use granted to Customer for using Cobot shall expire immediately and Customer shall cease to use the Services;
5.6.3. upstream will not refund any prepaid fees to Customer.
5.7. After a period of inactivity, whereby a user fails to log in to an Account for a period of nine months, upstream reserves the right to disable or terminate the Account. If an Account has been deactivated for inactivity, the subdomain associated with that Account may be given to another Customer without further notice.
6.1. Subject to these Terms of Service, and for the duration of the Contract, upstream grants the Customer a non-exclusive license to use the Services, which non-exclusive license is hereby accepted by Customer (the “License”). The License shall be granted as non-exclusive, non-assignable, non- transferable, with no right to sub-license, worldwide limited right to use the Services. Customer is responsible for its staff’s compliance with the Terms of Service.
6.2. The scope of the License shall be subject to and limited by the number of Members as agreed between upstream and the Customer.
6.3. upstream does not claim any ownership in any of the content uploaded, transmitted or stored by the Customer in its Account. upstream will not use any of such content for any purpose except to provide the Customer with the Services.
7.1. The Customer agrees that they are responsible for their own communications and for any consequences thereof. The Customer shall act according to the destined functions of the Website and Services. Any inappropriate or illegal use, manipulation, or change of the Website and Services is prohibited. In particular, the Customer shall, shall not agree to, and shall not authorize or encourage any third party to:
7.1.1. use the Service to upload, transmit or otherwise distribute any content that is unlawful, defamatory, harassing, abusive, fraudulent, obscene, contains malware or is otherwise objectionable as reasonably determined by upstream;
7.1.2. upload, transmit or otherwise distribute content that infringes upon another party’s intellectual property rights or other proprietary, contractual or fiduciary rights or obligations;
7.1.3. prevent others from using the Service; or
7.1.4. use the Service for any fraudulent or inappropriate purpose.
7.2. upstream reserves the right to delete any infringing content according to this section 7, terminate the Services and/or suspend Accounts of a Customer that is violating any of these Terms of Service, in particular this section 7.
The Customer represents and warrants that (i) all information provided by them to upstream to participate in the Services is correct and current; and (ii) the Customer has all necessary right, power and authority to enter into the Contract and to perform the acts required of Customer hereunder.
9.1. The Customer will indemnify, defend, and hold harmless upstream and its officers, directors, employees for any and all claims, suits, litigation, causes of action, losses, damages, expenses, costs (including court costs and attorneys’ fees) and liabilities (“Losses”) that arise out of, or in connection with (i) the Customer’s use of the Website and/or Services; (ii) any breach by the Customer of any warranty defined in section 8; (iii) any claim that the Customer’s content distributed via the Services caused damage to a third party.
9.2. In cases of an aforementioned enforcement of claims by third parties, the Customer will provide upstream with all their information that is needed for the examination of the claim and for the defense against it. The Customer provides the information immediately, truthfully, and completely.
9.3. The regulation of liability of the Customer or their obligation of indemnification shall apply to the same extent in the event of an act of a Member of the Customer.
10.1. upstream’s liability for damages caused by or related to the exercise of rights and obligations under this Agreement shall be excluded. The limitation of liability shall not cover
10.1.1. damage from injury to life, body or health caused by upstream;
10.1.2. damages caused by upstream that are a result of willful intent or gross negligence;
10.1.3. damages caused by upstream as a result of slight negligence in the event of upstream’s breach of an essential contractual obligation which is indispensable for the duly execution of the contract and thereby jeopardizes the achievement of the contract purpose and such damage is typically foreseeable at the time of the infringement;
10.1.4. upstream’s liability in the event of the assumption of a warranty if an obligation infringement covered thereby triggers upstream’s liability.
10.2. Liability under the Product Liability Act (Produkthaftungsgesetz) shall remain unaffected.
10.3. The limitations and/or restrictions of upstream’s liability shall also apply to the personal liability of its legal representatives and vicarious agents.
10.4. upstream will not be liable hereunder by reasons of any failure to timely perform its services due to an event beyond its reasonable control, including acts of God.
The Customer agrees that upstream may use information of the Customer provided by them (i.e. the name/trademark) for marketing purposes as reference on the Website. The Customer may withdraw such consent by writing an email to upstream to 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 they may terminate the Contract with a period of two (2) weeks upon receipt of the information about the changes by upstream via the “termination” button within the Account.