General Terms and Conditions
ESTUBIZI MEMBERSHIP AGREEMENT
Estubizi Coworking & Community operates a Coworking space at Grha Tirtadi, Floor 2, Jl. Wolter Monginsidi 71, Kebayoran Baru, Jakarta Selatan Indonesia 12180 and Gedung Setiabudi 2 lantai 2, Suite 207B-C, Jl. H. R. Rasuna Said Kav. 62 – Kuningan, Jakarta Selatan 12920 for the purpose of facilitating development and growth of small businesses (“Coworking Space”). Each member of this Coworking Space (“Estubizi Member”) is subject to the following Estubizi Membership Agreement (“Agreement” or “Terms”) which may be updated from time to time without notice to Estubizi Member. By signing up to become a Estubizi Member and/or using Coworking Space, Estubizi Member agrees to be bound by these Terms and represents and warrants that Estubizi Member is duly authorized and has legal capacity to execute these Terms.
LEVEL OF SERVICE. Estubizi Member’s Level of Service shall be the Level of Service selected by Estubizi Member within the Coworking management system that Estubizi uses to manage its relationships with Estubizi Members (“Coworking Management System”). Information on Levels of Service can be found on the Estubizi website at www.estubizi.com. If there is any conflict between the Estubizi website and information presented by Coworking Management System, the Coworking Management System information will control.
TERM. The Term of this Agreement shall be determined by the Level of Service selected in the Coworking Management System (“Initial Term”). If Estubizi Member continues to use Coworking Space under a different Level of Service, the Initial Term will automatically be extended for the duration of the newly selected Level of Service (“Additional Term”).
PROGRAM SERVICES. Estubizi agrees to provide such services for each Level of Service as set forth in on the Estubizi website. If Estubizi Member continues to use Coworking Space under a different Level of Service than the one initially selected by Estubizi Member, Estubizi will provide newly selected Services.
Estubizi MEMBERSHIP FEES AND CHARGES.
- Standard Fee. Estubizi Member shall pay the amount shown in the Coworking Management System for Level of Service selected (“Coworking Fee”).
- Late Fees. A late fee equal to five percent (5%) of the total amount owing by Estubizi Member shall be charged on any outstanding amount owed which has not been paid prior to five (5) days of its due date. If Coworking debits to Estubizi Member’s account are unsuccessful, Estubizi will attempt to debit the account for five (5) days. After five (5) days of debit failures, Estubizi Member shall be charged a late fee.
- Payment and Payment Authorization. Any payment due from Estubizi Member to Estubizi shall be made to Estubizi in a manner selected by Estubizi Member in the Coworking Management System. Estubizi Member agrees to execute any legal consents necessary to authorize a selected payment method. Estubizi Member’s first payment shall be due on the first day of an Initial or Additional Term (“Payment Date”) and all subsequent payments will be due in 30 day increments thereafter until Estubizi Member has paid Estubizi in full for any obligations due and owing. If Estubizi Member desires to stop Estubizi from debiting Estubizi Member’s account, Estubizi Member must provide at least seven (7) days’ prior written notice to Estubizi. If Estubizi Member wishes to provide such notice, send notice to: [email protected]
CONFIDENTIALTY. Estubizi Member acknowledges and agrees that during the time as a Estubizi Member and in and use of Coworking Space, Estubizi Member may be exposed to Confidential Information. The term “Confidential Information” means any information that Estubizi, or another Estubizi Member discloses, whether in writing, electronically or orally, to the other party, whether in tangible or intangible form. By way of example and not limitation, Confidential Information includes: (i) any information concerning a party’s, its agents’ or licensors’ technology, such as systems, source code, databases, hardware, software, programs, applications, and manuals, including, without limitation, the selection, coordination, and arrangement of the contents thereof; (ii) any information concerning a party’s, its agents’ or licensors’ financial or business plans or operations, such as research activities and plans, marketing or sales plans, pricing or pricing strategies, and unpublished financial information, including information concerning revenues, profits and profit margins. Each party agrees that the other will have no obligation to specifically identify by any notice or other action any information to which the protection of this Agreement extends. Estubizi Member agrees that it will: (a) hold the Confidential Information in the strictest confidence and will not copy or disclose to any third party any portion of the Confidential Information; (b) not use Confidential Information in any way directly or indirectly detrimental to Estubizi or another Estubizi Member.
Coworking Space EQUIPMENT. Estubizi Member must not alter any of the pre-existing Coworking Space equipment and must take care of all parts of the Coworking Space, including, but not limited to, its equipment, fixtures, fittings, and furnishings. Estubizi Member is liable for any damage caused by it or its invitees. The Estubizi Member must not install any cabling, IT, or telecom connections without Estubizi’s consent which Estubizi may reEstubizi at its sole and absolute discretion. It is Estubizi Member’s responsibility to arrange insurance for its own property which it brings into the Coworking Space.
COMPLIANCE. Estubizi Member agrees to comply with all applicable laws and regulations in the conduct of its business. Estubizi Member must not do anything that may interfere with the use of the Coworking Space by Estubizi or other Estubizi Members, cause any nuisance or annoyance, or cause loss or damage to Estubizi (including damage to reputation).
TERMINATION. Estubizi, in its sole discretion, shall have the right to terminate this Agreement at any time with thirty (30) days prior written notice to Estubizi Member. If Estubizi Member desires to terminate this Agreement, Estubizi Member must provide Estubizi with thirty (30) days prior written notice. If Estubizi Member does not provide Estubizi with such notice, Estubizi reserves the right to charge Estubizi Member the Estubizi Fee for an additional month.
In addition, Estubizi reserves the right to terminate this Agreement immediately and without prior notice to Estubizi Member, if Estubizi Member’s conduct results in a material breach of this Agreement, the House Rules, or a violation of local, state or federal laws, rules or regulations.
Upon termination for any reason, Estubizi Member shall immediately remove any and all personal property from the Coworking Space.
INDEMNIFICATION. Estubizi Member will indemnify and hold harmless Estubizi, its directors, officers, employees, agents, and representatives from any and all claims, liabilities, judgments, costs, damages, and expenses of any nature whatsoever, including the cost of defending such claims, which may accrue against, be charged to, be recovered from or sought to be recovered from Estubizi, directors, officers, employees, agents, and representatives by reason of or on account of any personal injury, sickness or death of any person or damage to property arising from Estubizi Member’s use of the Coworking Space. Estubizi Member shall also be responsible for any damage it, its employees, agents, representatives, or invitees may cause to the premises or to any person or other property belonging to Estubizi or other Estubizi Members that may be on such premises of the Coworking Space.
RELEASE. Estubizi Member hereby releases Estubizi, its directors, officers, employees, agents, representatives, or invitees (“Released Parties”) from any liability or responsibility to Estubizi Member or any other person, claiming it by way of subrogation or otherwise, for any loss or damage to the Estubizi Member’s property or the property of any of Estubizi Member’s directors, officers, employees, agents, representatives, or invitees which is brought onto the premises, regardless of how such loss or damage may occur, even if such damage or loss may have been caused by flood or other casualty or by the negligence of Released Parties or other Estubizi Members. It is expressly agreed and understood that Estubizi Member, its agents, employees, or invitees, bring property to the Coworking Space at their own risk. It is further agreed and understood that Released Parties will not be liable to Estubizi Member for any business losses or damages to the property of Estubizi Member, its employees, representatives, agents, or invitees, occasioned by the acts or omissions of other businesses or persons which may occupy the premises.
DISCLAIMER OF WARRANTIES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, Estubizi PROVIDES THE Coworking Space AND SERVICES “AS IS” AND WITH ALL FAULTS, AND HEREBY DISCLAIMS WITH RESPECT TO THE Coworking Space AND 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, RESULTS, WORKMANLIKE EFFORT AND LACK OF NEGLIGENCE. ALSO, THERE IS NO WARRANTY, DUTY, OR CONDITION OF TITLE, QUIET ENJOYMENT, QUIET POSESSION, AND CORRESPONDENCE TO DESCRIPTION OR NON-INFRINGMENT CONCERNING ANY USE OF THE SERVICES. THE ENTIRE RISK ARISING OUT OF PARTICIPATION AS A Estubizi MEMBER OR IN THE USE OF THE Coworking Space REMAINS WITH YOU.
LIMITATION OF LIABILITY; EXCLUSION OF DAMAGES. NOTWITHSTANDING ANY DAMAGES THAT Estubizi MEMBER MIGHT INCUR FOR ANY REASON WHATSOEVER (INCLUDING WITHOUT LIMITATION, ALL DAMAGES REFERENCED BELOW AND ALL DIRECT OR GENERAL DAMAGES), THE ENTIRE LIABILITY OF Estubizi OR ITS SUBSIDIARIES, AFFILIATES, DIVISIONS, AND THEIR PAST, PRESENT, AND FUTURE OFFICERS, AGENTS, SHAREHOLDERS, MEMBERS, REPRESENTATIVES, EMPLOYEES, SUCCESSORS AND ASSIGNS UNDER ANY PROVISION OF THIS AGREEMENT AND YOUR EXCLUSIVE REMEDY FOR ALL OF THE FOREGOING SHALL BE LIMITED TO A REFUND OF ONE MONTH’S FEES PAID UNDER THIS AGREEMENT. THE FOREGOING LIMITATIONS, EXCLUSIONS, AND DISCLAIMERS SHALL APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EVEN IF ANY REMEDY FAILS ITS ESSENTIAL PURPOSE.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL Estubizi OR ITS SUBSIDIARIES, AFFILIATES, DIVISIONS, AND THEIR PAST, PRESENT, AND FUTURE OFFICERS, AGENTS, SHAREHOLDERS, MEMBERS, REPRESENTATIVES, EMPLOYEES, SUCCESSORS AND ASSIGNS, JOINTLY AND INDIVIDUALLY BE LIABLE FOR ANY DIRECT, SPECIAL, INCIDENTAL, INDIRECT, PUNITIVE, CONSEQUENTIAL OR OTHER DAMAGES WHATSOEVER (INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR: LOSS OF PROFITS, LOSS OF CONFIDENTIAL INFORMATION OR OTHER INFORMATION, BUSINESS INTERRUPTION, PERSONAL INJURY, LOSS OF PRIVACY, FAILURE TO MEET ANY DUTY (INCLUDING GOOD FAITH OR 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 THE Coworking Space OR SERVICES, THE PROVISION OF OR FAILURE TO PROVIDE Coworking Space OR 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 Estubizi, AND EVEN IF Estubizi HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
INTELLECTUAL PROPERTY. Estubizi Member shall not use any trademark, service mark, logo or trade name of Estubizi nor shall Estubizi Member represent itself as having any business affiliation with Estubizi, without prior written consent of Estubizi. Estubizi Member grants to Estubizi its representatives, employees, agents and assigns, the irrevocable and unrestricted right to use, reproduce, and publish photographs of Estubizi Member, including Estubizi Member’s image and likeness as depicted in any images for editorial, trade, advertising or any other purpose and in any manner and medium; to alter the same without restrictions, and to copyright the same. Estubizi Member releases Estubizi, its representatives, employees, agents and assigns from any and all claims, actions, and liability related to the use of said photographs.
ASSIGNMENT. Estubizi may assign this Agreement without prior notice to Estubizi Member. Estubizi Member may not assign this Agreement without prior written consent from Estubizi.
SUCCESSORS AND ASSIGNS. This Agreement shall be binding on Estubizi Member’s heirs, legal representative, successors and assigns.
ENTIRE AGREEMENT. This Agreement, shall be considered to contain the entire agreement between the parties hereto pertaining to the use of Estubizi facilities and all negotiations and all agreements acceptable to both parties are included herein. This Agreement may be modified by Estubizi, at its sole discretion without notice to Estubizi Member.
ATTORNEY’S FEES. In the event Estubizi is required to file suit to enforce any provision of this Agreement, should it prevail, it shall be entitled to recover its reasonable costs and attorney’s fees incurred in prosecuting the action, in addition to all other damages which it might be entitled.
SEVERABILITY. In the event that any provision or portion of this Agreement is determined to be invalid, illegal or unenforceable for any reason, in whole or in part, the remaining provisions of this Agreement shall be unaffected thereby and shall remain in full force and effect to the fullest extent permitted by applicable law.