Prosper Monthly Membership Promo Terms and Conditions

TERMS OF SERVICE

General

1. Overview. Certain services provided by Prosper Go Work, Inc. or its current or future affiliates (together, “Prosper Gowork”, “we” or “us”) may require that a user (“User” or “you”) register for and maintain a Prosper Gowork account (“Account”) through the website www.prospergowork.com, www.prospercowork.com, www.prosperworkspace.com and prosper.cobot.me, or any future affiliated website of Prosper Gowork (the “Website”) to use or access such services. These service Terms and Conditions (the “Terms”) describe your rights and obligations in connection with your use of the services. Please read these Terms carefully, as they affect your legal rights. Among other things, these Terms include your agreement that except for certain types of disputes described in the “Governing Law; Arbitration and Class Action Waiver” section below, you agree that, to the maximum extent allowed by applicable law, disputes between you and us will be resolved by binding, individual arbitration, and you waive your right to participate in a class action lawsuit or class-wide arbitration. For additional information, please see the section entitled “Governing Law; Arbitration and Class Action Waiver.” If you have any questions about these Terms, please email help@prospergowork.com with the subject line “Member Terms of Service.” By accessing or using the services in any way, you are agreeing to abide by and be bound by these Terms. From time to time, we may modify or update these Terms in accordance with Section entitled “How we might change the services or these Terms.” If you use the services after any such change, you accept these Terms as modified. For clarity, these Terms apply to your use of the services, the Website, our physical locations, and payment of your membership (collectively, the “services”).

2. Who we are. Who we are for purposes of these Terms is Prosper Go Work, Inc. or one or more of its current or future affiliates.

3. Additional policies, terms and services. You acknowledge that your use of the services is also subject to our Privacy Policy, and any other terms we post on our Website from time to time, including but not limited to in our Frequently Asked Questions and our House Rules sections of our Website. If you have any questions about our privacy practices or any other service terms, please contact us at help@prospergowork.com. Occasionally, additional features, tools or services may be made available to you. Additional terms may apply to such additional services, and to the extent you are receiving any additional services, the applicable additional terms are hereby incorporated into these Terms. For more information about these terms of service or your use of the services, contact help@prospergowork.com with the subject line “Member Terms of Service.”

4. Who you are. References to “you,” “your” and similar words in these Terms refer to the individual registering or registered by a primary account holder for an Account on the Website and therefore agreeing to be bound by these Terms. A company or entity member is also responsible for the compliance of each of its individual members (e.g. its employees, contractors, and other service providers).

5. How we might change the services or these Terms. The availability of the services you access or use through the Website or Prosper Gowork locations are subject to change from time to time in our sole discretion, and we may change, suspend, or discontinue all or part of the services at any time in our sole discretion. From time to time, we may also make modifications, deletions or additions to these Terms. We may also impose limits on or restrict your access to the services, including any of the Prosper Gowork locations, without notice or liability. We will provide you with notice of changes to these Terms or to the services we provide that apply to you by emailing the last email address provided by you in your profile or by posting a notice on the Website or the applicable Prosper Gowork location. Most changes will be effective immediately upon notice. It is also your responsibility to check these Terms periodically for changes. If you don’t agree to the changes, you may terminate your Account, but please note that you may not be able to access any services without an Account, and there are no refunds for early cancellation of the services. Your continued use of the services following notification of any changes to these Terms constitutes acceptance of those changes, which will apply to your continued use of the services going forward. Your use of the services is subject to the Terms in effect at the time of such use.

CREATING YOUR ACCOUNT

6. Eligibility. The services are available to individuals who are at least 18 years old unless we specify otherwise (including in the last section of these Terms) (the “Eligibility Age”). Kindly be certain you qualify before accessing or using the services in any way. No one under the age of 18 may access a Prosper Gowork location unless they are a client of a Prosper Member, accompanied by a Prosper Member at all times, and are there for a legitimate business purpose. Prosper Members who invite clients under the age of 18 to a Prosper location are solely responsible for the actions of their clients and agree to indemnify Prosper Gowork against any and all liability, in accordance with the indemnification provisions set forth in these Terms, arising directly or indirectly from their clients’ access to the location. You agree to provide us with accurate and complete information about yourself when you register for an Account and as you use the services. By using or accessing the services in any way, you represent and warrant that you meet the requirements in these Terms or as otherwise specified by us from time to time, including the Eligibility Age.

7. Passwords. Don’t reveal your Account password or other access credentials to anyone else (or let them use your Account), even if such other individual is associated with your Company (defined below). You are responsible for maintaining the confidentiality of your password and security of your Account. If you believe someone may have used your Account without your authorization, please change your password and contact us at help@prospergowork.com. You are responsible for all actions in connection with your Account, regardless of whether you authorized such actions.

8. Managing Company Accounts. Only one individual from a company (“Company”) that has a corporate membership with us will be entitled to control the Company’s account (“Company Account”) and designate which other individual users are associated with that Company (such individual, a “Company Representative”). If the Company has a membership with us, the Company Representative will typically be the individual identified as the “Primary Member.” If you create any Accounts for a Company or otherwise use a Company Account, you hereby warrant and represent to us that (a) you have the proper authority to create, terminate and maintain the Company Account and to add and remove individual users and members to and from the Company Account; (b) you have obtained all necessary consent from any applicable individuals for the creation of their Accounts and the processing of their individual information within and outside of the U.S. and (c) all information you provide in connection with the creation of such Accounts is accurate, complete and up-to-date. You agree to indemnify us for any loss we may suffer as a result of any breach of these warranties and representations.

Prosper Gowork Content

9. Content. The information, data, text, photographs, videos, audio clips, written posts, software, scripts, graphics, and interactive features generated, provided, or otherwise made accessible on or through the services (collectively, “Content”) are the sole property of Prosper Gowork. The Content is protected by U.S. copyright laws. We retain all proprietary rights in the Content made available on or through the services, and no rights are granted to any Content. The Content includes the name Prosper Gowork and any pictures or illustrations of our locations, which may not be used for advertising, publicity or any other purpose without our prior consent.

10. Availability of Content. We do not guarantee that any Content will be made available to you. We reserve the right, but do not have any obligation to, (a) monitor, remove, edit or modify any Content, in our sole discretion, at any time, without notice to you and for any reason or for no reason at all; or (b) remove or block any Content.

11. Intellectual property of Prosper Gowork. You do not acquire any ownership rights in or to any of our intellectual property by accessing or using the services. You may not take, copy or use for any purpose (a) the name “Prosper Gowork” or any of our other business names, trademarks, service marks, logos, trade dress, other identifiers or other intellectual property; (b) any modified, altered or similar versions of the same or (c) any pictures or illustrations of any portion of any Prosper Gowork properties, including any physical locations in which Prosper Gowork provides any services (“Premises”), for any purpose, including any competitive purposes, without our prior consent. You may not use any Content, data or other information you receive or access in connection with the services to solicit any of Prosper Gowork’s customers or partners, or other individuals or entities you encounter in connection with your use of the services, in a manner that could be considered competitive or harmful to Prosper Gowork, as determined by Prosper Gowork in its discretion.

User Content

12. Prosper Gowork’s use of User Content. By contributing, posting, submitting, accessing our Premises or otherwise making any Content available to or through the services, including your image through photographs and videos (such content “User Content”), you hereby grant to Prosper Gowork a worldwide, non-exclusive, perpetual, irrevocable, royalty-free, fully paid, sublicensable (through multiple tiers) and transferable license to use, edit, modify, truncate, aggregate, reproduce, distribute, prepare derivative works of, display, perform, and otherwise utilize in any manner the User Content for commercial and non-commercial purposes, and to allow others to do so, in any medium now known or hereinafter developed, without any duty to notify you or provide attribution or compensation to you. You acknowledge and agree that User Content may be accessible by Prosper Gowork and other users, including after the termination of your Account, and that once you contribute User Content, you may not be able to remove it. We reserve the right to store, archive, repost, or otherwise make available any User Content at any time after such User Content is contributed.

13. Restrictions. In short, please don’t post User Content that (a) is inappropriate, vulgar, pornographic, criminal or the like; (b) belongs to someone else or (c) would disrupt the professional work environment, as decided by Prosper Gowork in our discretion. To be more specific, you promise that you won’t contribute any User Content or take any action that:

• infringes or violates the intellectual property rights or proprietary rights of any third party;

• reveals any restricted, confidential or proprietary information of others, including any other party’s trade secret or private information such as another individual’s credit card number, social security number or driver’s license number, unless you own the information or have the owner’s permission to post it;

• violates any law, statute, ordinance or regulation;

• is prohibited by any employment, contractual or other legal obligation or relationship;

• promotes or incites racism, bigotry, hatred or physical harm of any kind against any group or individual;

• bullies or advocates the stalking of or the intimidation of another person or is otherwise harmful, fraudulent, inaccurate, deceptive, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, or otherwise objectionable;

• harms minors in any way;

• violates the privacy of any individual or entity;

• involves spamming, the sending of mass solicitations, or any other commercial and/or sale activities without our prior written consent;

• impersonates any person or entity, including without limitation any employee or representative of Prosper Gowork or another individual or entity receiving Prosper Gowork services (“Prosper Member”), or implies that any statements you make are endorsed by Prosper Gowork or a Prosper Member, without the applicable party’s consent;

• is connected with any business that is illegal, fraudulent or otherwise inappropriate or objectionable;

• contains a virus, Trojan horse, worm, time bomb, or other harmful computer code, file, or program;

• uses any manual or automated software, devices, or other processes to “crawl,” “scrape,” or “spider” any page of the Website;

• collects email addresses or other contact information of users without their prior consent; or

• “frames” or “mirrors” any portion of the Website or attempts to decompile, reverse engineer, or otherwise attempt to obtain the source code of the Website.

14. Legal compliance; contributing Content. You represent and warrant that you have the necessary rights in your User Content to grant the rights required by these Terms. You understand that you are legally responsible for all of your User Content under all applicable U.S. and international laws and represent and warrant that your User Content and use of the services will not violate any law or the rights of any person or entity.

15. Intellectual property protection for other users. You must not directly or indirectly take, copy or use any information or intellectual property belonging to other members or member companies or any of their guests, including without limitation personal names, likenesses, voices, business names, trademarks, service marks, logos, trade dress or other identifiers or intellectual property, or modified or altered versions of the same.

Removing Content

16. We may remove Content. We have no obligation to pre-screen or monitor any User Content. We also cannot guarantee that any User Content will be accurate or otherwise in compliance with these Terms. We may, in our discretion and without notice, edit, delete or move any submissions or any information transmitted to or from your Account, including in accordance with our Copyright Dispute Policy set forth below. We may do this at any time and for any reason. If we provide a notice indicating we have reviewed any User Content, it does not mean that we have verified the information in the User Content.

More about Content

17. Informational purposes only. All Content is for general informational purposes only. We do not endorse any opinions expressed via the User Content, and we do not represent or guarantee the truthfulness, accuracy, or reliability of any Content. You may encounter material that you find erroneous, misleading, mislabeled, offensive or otherwise objectionable. Please use common sense and proper judgment when using the services or any Content or information found on or through the Website or our Premises.

18. Advertisements. In using the services, you may encounter advertisements from third party service providers and our other business partners, which may be targeted to you based on certain information you provide to us or that we collect based on your use of the services. The types and extent of advertising are subject to change. In consideration for us granting you access to and use of the services, you agree that we, such third party service providers and our other business partners may provide you with such advertising from time to time.

19. Endorsements and testimonials. From time to time, we may also publish testimonials by users and Prosper Members related to their experiences with various Prosper Gowork services or third party services. These testimonials are the subjective opinions of the individuals providing such testimonials, represent individual results and are not verified by Prosper Gowork. We do not claim that they are typical results that others will generally achieve. Names, locations, dates and other information may have been changed to protect the privacy of the individuals or entities involved. Any testimonials or endorsements of any type, format or nature posted by users may be unverified, and we make no warranty or representation as to their accuracy.

Using the App

20. License. If you download any Prosper Gowork mobile device application (each, an “App”), then, subject to your compliance with these Terms, we grant you a limited, nonexclusive, nontransferable, revocable license to install and use the App on a compatible mobile device that you own or control for your use, in each case in the manner enabled by us, for so long as you remain in good standing with your applicable Prosper Gowork membership.

21. Other App terms. Upon signing up to the services, you will be instructed to download a third party App (“Kisi”) to allow you access to the Prosper Gowork locations. You will need to be able to download Kisi on your smartphone (Apple or Android compatible) and have your smartphone with you in order to access a Prosper Gowork location. The Kisi App allows a Proper Member to activate the front door to a Prosper Gowork location 24 hours a day, 7 days a week, unless your plan provides otherwise. You will not be able to access a Prosper Gowork location without your smartphone and the Kisi App. By downloading the Kisi App you agree to the terms of use and privacy policy of the Kisi App.

You acknowledge and agree that you are solely responsible for data usage fees and any other fees that your wireless service carrier may charge in connection with your use of an App. As between you and us, we own all worldwide right, title and interest, including all intellectual property and other proprietary rights, in and to (a) the App; (b) all related software and technology used by us to provide App features and functionality and (c) all usage and other data generated or collected in connection with the use thereof. Except as expressly set forth herein, you agree not to license, distribute, copy, modify, publicly perform or display, transmit, publish, edit, adapt, create derivative works from or otherwise make any unauthorized use of any of the foregoing. In addition, you agree not to reverse engineer, decompile, disassemble or otherwise attempt to discover the source code or underlying ideas, algorithms or trade secrets of the App or any other software or technology of ours, except to the extent expressly required by applicable statutory law.

22. Apple Device and Application Terms. In the event you are accessing the services via the App on a device provided by Apple Inc. (“Apple”) or an application obtained through the Apple App Store, the following shall apply:

• Both you and Prosper Gowork acknowledge that these Terms are concluded between you and Prosper Gowork only, and not with Apple, and that Apple is not responsible for the App or any content made available through the App;

• The App is licensed to you on a limited, non-exclusive, non-transferrable, non-sublicensable basis, solely to be used in connection with the Prosper Gowork services, subject to all the terms and conditions of these Terms as they are applicable to the services;

• You will only use the App in connection with an Apple device that you own or control;

• You acknowledge and agree that Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the App;

• In the event of any failure of the App to conform to any applicable warranty, including those implied by law, you may notify Apple of such failure; upon notification, Apple’s sole warranty obligation to you will be to refund to you the purchase price, if any, of the App;

• You acknowledge and agree that Prosper Gowork, and not Apple, is responsible for addressing any claims you or any third party may have in relation to the App;

• You acknowledge and agree that, in the event of any third party claim that the App or your possession and use of the App infringes that third party’s intellectual property rights, Prosper Gowork, and not Apple, will be responsible for the investigation, defense, settlement and discharge of any such infringement claim;

• You represent and warrant that you are not located in a country subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country, and that you are not listed on any U.S. Government list of prohibited or restricted parties;

• Both you and Prosper Gowork acknowledge and agree that, in your use of the App, you will comply with any applicable third party terms of agreement which may affect or be affected by such use; and

• Both you and Prosper Gowork acknowledge and agree that Apple and Apple’s subsidiaries are third party beneficiaries of these terms, and that upon your acceptance of these terms, Apple will have the right (and will be deemed to have accepted the right) to enforce these terms against you as the third party beneficiary hereof.

Account termination

23. Accounts for Prosper Gowork services; termination. A Prosper Member Account is required to access and use most Prosper Gowork services, so you may not be able to terminate your Account while you intend to continue receiving such services, such as, accessing the Premises, reserving conference rooms, registering guests, etc. In the event that you do want to terminate your Account, you acknowledge and agree that you are giving up your ability to access and use any Prosper Gowork services requiring an Account. You can terminate your Account by logging into your member dashboard at prosper.cobot.me and click the link to “cancel membership” under plans in the dashboard.

24. Termination of an Account linked to a Company. If your Account was created by a Company, (a) an authorized representative of such Company may at any time terminate your Account by contacting us and (b) we may terminate your Account, in our discretion, even if the Company’s Company Account remains active, and even if you continue to be employed or engaged by such Company. Account termination or cancellation by a Company will be effective immediately upon our receipt of notice of such termination or cancellation.

25. Termination by us. If you fail, or if we suspect that you have failed, to comply with any of the provisions of these Terms or any other Prosper Gowork policies, rules or guidelines, or at any other time when we in our discretion see fit to do so, we may, at our sole discretion, restrict your access to your Account and the services and/or terminate your Account or your membership with immediate effect and possibly without prior notice to you. If your or your Company’s Prosper Gowork membership expires or is terminated, and you do not enter into a different Prosper Gowork membership, either directly or through another Company, we may terminate your Account, as well as all other accounts associated with you or your business, if any.

What not to do: The following actions can lead to revocation of your membership.

• Disrupt the professional work environment in any of our locations.

• Conduct any illegal, fraudulent or inappropriate activity.

• Post illegal, inappropriate or threatening content.

• Spam members through posts or personal messages.

• Make statements that could damage the reputation of Prosper Gowork or other members.

• Violate these Terms or any of the rules or guidelines posted on the Website or in any of our locations.

26. Effect of termination. Upon termination or expiration of your membership, you will no longer have access to any of the Prosper Gowork locations or any of the services we offer. If your membership is terminated early, you will not be entitled to a refund of the unused portion of your membership fee. Prosper Gowork does not offer any refunds for early termination of a membership for any reason. Please make sure to terminate your membership before the next billing cycle, which occurs on the first of every month. Your credit card will be billed automatically on the first of every month unless we receive your termination request at least 24 hours prior to 11:59 p.m. Eastern Time on the last day of the immediately prior month. For example purposes only, if you do not wish to renew your membership for the month of February, you must cancel your membership prior to 11:59 p.m. on January 30.

If you terminate your membership before the next billing cycle, you will still be able to access the Prosper Gowork location through the last day of the month for which your membership is paid. Again, there are no refunds for any termination of your membership.

To terminate your membership before the next automatic billing cycle, please log into your Account at prosper.cobot.me and click the link to “cancel membership” under plans in the dashboard.

Disclaimer of warranties; Limitations of liability

27. Limits. For the avoidance of doubt, nothing in these Network Terms will exclude our liability for (a) death or personal injury caused by our gross negligence; (b) fraud or fraudulent misrepresentation or (c) any breach of any implied terms which cannot lawfully be excluded.

28. Waiver and release of claims. The services are provided “AS IS”. To the extent permitted by law, Prosper Gowork and our affiliates, parents, and successors and each of our and their employees, assignees, officers, agents and directors (collectively, the “Prosper Gowork Parties”) (a) disclaim all warranties and terms, express or implied, with respect to the services, including warranties, terms or representations as to the availability, operation, performance and/or use of the Premises, or any other services, Content or materials on or accessed via the Website, App or Premises, including any warranties or terms of merchantability, fitness for a particular purpose, title, non-infringement and any implied warranties, terms or indemnification arising from course of dealing, course of performance or usage in trade and (b) will not be liable for any indirect, special, incidental, exemplary, punitive or consequential damages, business interruption or loss of profits, or damages for lost time, goodwill or data, even if advised of the possibility of such damages and regardless of the form of action, whether in contract, tort, strict liability or otherwise. To the extent permitted by law, you, on your own behalf and on behalf of your employees, agents, guests and invitees, (i) waive any and all claims, liabilities, costs, damages, expenses and rights, including reasonable attorneys’ fees (“Claims”) against the Prosper Gowork Parties resulting from injury or damage to, or destruction, theft, or loss of, any property, person or pet and (ii) release the Prosper Gowork Parties from any such Claims. You shall and hereby do waive California Civil Code Section 1542 or any other similar law of any jurisdiction, which says in substance: “A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which, if known by him must have materially affected his settlement with the debtor.”

29. We are not liable for actions of other individuals. We do not control and are not responsible for the actions of other individuals you encounter through the services. You should be aware that other users or Prosper Members may not be who they claim to be. We do not perform background checks on our users or Prosper Members nor do we guarantee that our users’ or any Prosper Members’ profiles or Account information are accurate. We do not endorse, support or verify the facts, opinions or recommendations of our users or any Prosper Members. If a dispute arises between users, we shall have no responsibility or obligation to participate, mediate or indemnify any party.

Do not leave personal belongings unattended.

You are responsible for your belongings at all times. When leaving your seat, please take your things with you. Do not leave your belongings to reserve a space. There is a risk of theft if you leave your laptop, phone, or other personal belongings unattended. Prosper Gowork does not assume responsibility for any lost or stolen personal property, including but not limited to, any property stored in a locker. Please keep all personal property under observation. Basement closets, and kitchen and bathroom cabinets are for the sole use of Prosper Gowork. Members are not permitted to use these spaces for storage of any kind. Prosper Gowork is not liable for items being stolen or thrown out as a result of improper storage.

30. We do not have liability for third party products or services. Prosper Gowork may provide you with access to products, services or advertisements provided by third party service providers or our other business partners. We are not responsible for the content of these advertisements or any links, products, services or other materials relating to any products, services, advertisements or other materials provided by third party service providers. In no event will we be liable, directly or indirectly, to anyone for any damage or loss relating to any use of or reliance on any advertisement or any products, services or other materials relating to any advertisement. You agree that our making available access to or discounts for any third party services does not constitute provision of such third party services by us, and you will look solely to the applicable third party service provider for provision of the applicable third party service and for compensation for any claims, damages, liabilities or losses you may incur in connection with such third party service.

38. Exclusions. Some jurisdictions do not allow the exclusion of certain warranties or the exclusion or limitation of liability for consequential or incidental damages, so the exclusions and limitations above may not apply to you. In such event, such exclusions and limitations shall apply to the maximum extent allowed under applicable law.

Indemnification

31. You agree to hold us harmless. To the extent permitted by law, you will indemnify and hold harmless the Prosper Gowork Parties from and against any and all Claims resulting from any breach of these Terms by you or your employees or guests, or your or their agents or invitees or any of your or their actions or omissions, and Prosper Gowork will have sole control over the defense of any such Claims. You shall not make any settlement that requires a material act or admission by any of the Prosper Gowork Parties, imposes any obligation upon any of the Prosper Gowork Parties or does not contain a full and unconditional release of the Prosper Gowork Parties, without our written consent. None of the Prosper Gowork Parties shall be liable for any settlement made without its prior written consent.

32. You agree to cooperate with us. From time to time, we may investigate any actual, alleged or potential violations of these Terms. You agree to cooperate fully in any of these inquiries. You waive any and all rights against the Prosper Gowork Parties, and agree to hold them harmless in connection with any claims relating to any action taken by us as part of our investigation.

Governing Law; Arbitration and Class Action Waiver

33. What governing law applies to these Terms? These Terms and any matters directly and exclusively related to the services shall be governed by and construed under the laws of the State of New York and the United States without regard to conflicts of laws provisions thereof and without regard to the United Nations Convention on Contracts for the International Sale of Goods or New York’s or any other implementation of the Uniform Computer Information Transactions Act.

34. Where will disputes be settled? Except that either party may seek equitable or similar relief from any court of competent jurisdiction, any dispute, controversy or claim arising out of or in relation to these Terms, or at law, or the breach, termination or invalidity of these Terms, that cannot be settled amicably by agreement of the parties to these Terms shall be finally settled in accordance with the arbitration rules of JAMS then in force, by one or more arbitrators appointed in accordance with said rules. The place of arbitration shall be New York, New York, U.S.A.

35. Proceedings; Judgment. The proceedings shall be confidential and in English. The award rendered shall be final and binding on both parties. Judgment on the award may be entered in any court of competent jurisdiction. In any action, suit or proceeding to enforce rights under these Terms, the prevailing party shall be entitled to recover, in addition to any other relief awarded, the prevailing party’s reasonable attorneys’ fees and other fees, costs and expenses of every kind in connection with the action, suit or proceeding, any appeal or petition for review, the collection of any award or the enforcement of any order, as determined by the arbitrator(s) or court, as applicable. These Terms shall be interpreted and construed in the English language, which is the language of the official text of these Terms.

36. Class Action Waiver. Any proceeding to resolve or litigate any dispute in any forum will be conducted solely on an individual basis. Neither you nor we will seek to have any dispute heard as a class action or in any other proceeding in which either party acts or proposes to act in a representative capacity. No proceeding will be combined with another without the prior written consent of all parties to all affected proceedings. You and we also agree not to participate in claims brought in a private attorney general or representative capacity, or any consolidated claims involving another person's account, if we are a party to the proceeding. You are giving up your right to participate as a class representative or class member on any class claim you may have against us including any right to class arbitration or any consolidation of individual arbitrations.

Miscellaneous

37. Entire Agreement. These Terms as well as the House Rules and any feature-specific or other guidelines, terms or rules that may be posted or provided to you by Prosper Gowork and related to the services constitute the entire agreement between us regarding the services and supersedes and merges any prior proposals, understandings and contemporaneous communications.

38. What if some of these terms of service are not enforceable? If any provision of these Terms is held to be invalid, illegal or unenforceable in any respect, that provision shall be limited or eliminated to the minimum extent necessary so that these Terms shall otherwise remain in full force and effect and enforceable. Our failure to enforce any part of these Terms shall not constitute a waiver of our right to later enforce that or any other part of these Terms. In order for any waiver of compliance with these Terms to be binding, we must provide you with written notice of such waiver. The failure of either party to enforce its rights under these Terms at any time for any period will not be construed as a waiver of such rights, and the exercise of one right or remedy will not be deemed a waiver of any other right or remedy.

39. Relationship of the parties. You and we are independent contractors, and no agency, partnership, or joint venture relationship is intended or created by these Terms.

40. OFAC. You hereby represent and warrant that (i) you are not, nor will be, at any time while you are a member, an entity or individual listed on the Specially Designated Nationals and Blocked Persons List published by the U.S. Department of Treasury, as updated from time to time and (ii) you will not, at any time while you are a Prosper Member, engage in any activity under this Agreement, including the use of services provided by Prosper Gowork in connection with this Agreement, that violates applicable U.S. economic sanctions laws or causes Prosper Gowork to be in violation of such U.S. economic sanctions laws.

41. Anti-Corruption/Anti-Money Laundering. You hereby represent and warrant that you (a) are familiar with and understand the provisions of all applicable anti-corruption and anti-money laundering laws, including the U.S. Foreign Corrupt Practices Act (the “FCPA”) and any other similar laws (collectively, “Anti-Bribery Laws”), to the extent applicable, and (b) are in compliance with the terms of such Anti-Bribery Laws as well as any provisions of related local law, to the extent applicable. You agree to not violate or knowingly let anyone, including but not limited to your officers, directors, employees, agents or subsidiaries, violate the Anti-Bribery Laws in connection with any business you conduct or provide related to the Prosper Gowork services. Upon our request, you agree to provide written certifications of your Anti-Bribery Laws compliance and assist Prosper Gowork with an investigation into any potential violation of such laws.

42. Interpretation. The section and paragraph headings in these Terms are for convenience only and shall not affect their interpretation. Any use of “including” “for example” or “such as” in these Terms shall be read as being followed by “without limitation” where appropriate.

43. No third party beneficiaries. You agree that, except as otherwise expressly provided in these Terms there shall be no third party beneficiaries.

44. Survival. Even after your access to the services is terminated, or your use of the services discontinues, certain of these Terms will remain in effect. All terms that by their nature may survive termination of these Terms shall be deemed to survive such termination. Sections 1, 3, 5, 9 -19, 23 - 46 shall also survive any termination or expiration of these Terms.

45. Publicity. You grant us permission to use your name, trademark and/or logo to identify you as a Member of Prosper Gowork, alongside those of other Members, on a public-facing “Membership” display on our Website. You acknowledge that we may, from time to time, use your name, trademark and/or logo incidentally and/or in passing in connection with promotion of our and our partners’ businesses, products and services during and after the Term. To the extent (i) any such use is objectionable to you, (ii) you notify us of your objections in writing and (iii) provided that we work promptly and in good faith to remove or minimize to the extent reasonably possible under the circumstances the effect of the objected-to conduct, you hereby waive any claims or damages against us relating to such use.

46. Contact Us.

How can you notify us? If you have any questions, complaints, or claims with respect to the Member Network, you may contact us at Attn: Prosper Go Work, Inc., 1024 Broadway, Brookly, NY 11221 or hello@prospergowork.com.

Updated: May 22, 2018

Cobot Terms and Conditions

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

1. General

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. Registration

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. Use of Services

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. Prices and Payment

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. Contract Period, Termination of Contract, Cancellation of account

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. Intellectual Property Rights

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. Proper use

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.

8. Representations and Warranties

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. Indemnification

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. Limitation of Liability

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.

11. Use for reference

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 support@cobot.me.

12. Privacy Policy

upstream provides the Customer with information on how data is collected and processed in Upstream’s Privacy Policy.

13. Miscellaneous

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.

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