Vibrant Memphis, LLC reserves the right to update the TOU at any time. Vibrant Memphis, LLC will attempt to contact you to notify you of any updates within 30 days of their enactment using the contact information provided in the Membership Agreement.
Vibrant Memphis, LLC may provide you with access to office space, work stations, Internet access, office equipment, conference space, knowledge resources, and other services as Vibrant Memphis, LLC may provide from time to time (collectively, “Services”). The Services at all times are subject to the TOU.
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. You may not use the Services in any manner that could damage, disable, overburden, or impair any Vibrant Memphis, LLC server, or the network(s) connected to any Vibrant Memphis, LLC server, or interfere with any other party’s use and enjoyment of any Services. You may not attempt to gain unauthorized access to any Services, or accounts, computer systems or networks connected to any Vibrant Memphis, LLC server or to any of the Services, through hacking, password mining or any other means. You may not obtain or attempt to obtain any materials or information through any means not intentionally made available through the Services.
You hereby represent and warrant that you have all requisite legal power and authority to enter into and abide by the terms and conditions of this TOU and no further authorization or approval is necessary. 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.
You agree that when participating in or using the Services, you will not:
a. Use the Services in connection with contests, pyramid schemes, chain letters, junk email, spamming or any duplicative or unsolicited message
b. (such as rights of privacy and publicity) of others;
c. Publish, post, upload, distribute or disseminate any inappropriate, profane, defamatory, obscene, indecent or unlawful topic, name, material or information on or Vibrant Memphis, LLC Services;
d. Upload, or otherwise make available, files that contain images, photographs, software or other material protected by intellectual property laws, including, by way of example, and not as limitation, copyright or trademark laws (or by rights of privacy or publicity) unless you own or control the rights thereto or have received all necessary consent to do the same;
e. Use any material or information, including images or photographs, which are made available through the Services in any manner that infringes any copyright, trademark, patent, trade secret, or other proprietary right of any party;
f. Upload files that contain viruses, Trojan Horses, worms, time bombs, cancelbots, corrupted files, or any other similar software or programs that may damage the operation of another’s computer or property of another;
g. Download any file(s) that you know, or reasonably should know, cannot be legally reproduced, displayed, performed, and/or distributed in such manner;
h. Restrict or inhibit any other user from using and enjoying the Services;
i. Violate any code of conduct or other guidelines which may be applicable for any particular Service (including the Building Rules for 902 S Cooper Street; Memphis, TN 38104);
j. Harvest or otherwise collect information about others, including email addresses, without the authorization or consent of the disclosing party;
k. Violate any applicable laws or regulations; and
l. Create a false identity for the purpose of misleading others.
5. Vibrant Memphis, LLC reserves the right at all times to disclose any information about you, your participation in and use of the Services as Vibrant Memphis 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 Vibrant Memphis’s sole discretion.
At VIbrant Memphis’s discretion, or upon notice from other members, disruptive or abusive language or behavior will result in a warning and a mark against your membership (a “strike”). On the third strike, your membership will be revoked. Your membership may be revoked prior to the third strike upon the sole discretion of Vibrant Memphis.
These are the general rules we ask you to abide by:
a. Indoor voice. We are all trying to get work done, so try to be mindful and respectful of others’ attention and time. Generally, if someone has their headphones on, please respect their privacy (that’s the most important rule we have). EPIcenter Memphis is not a library, and collaboration is encouraged, but this is a workplace, first and foremost.
b. Phone calls. If you have a phone call and it will last just a minute or two, feel free to take it in the common areas. If you are going to be on the phone for more than that, please use the phone rooms
c. Harassment. Please read our Anti-Harassment Policy. We have zero tolerance for harassing our members or guests. Members or guests violating the Anti-Harassment Policy will be sanctioned or expelled from the space or the event at the discretion Vibrant Memphis..
d. Guests. Feel free to invite friends or guests for lunch, a quick meeting, or just to say hello. However, if your guest is going to be here for more than an hour we would ask that they pay for a daily pass. Guests are required to adhere to the Rules of EPIcenter Germantown.
e. Desk use. Every desk at Vibrant Memphis is for the community. At this point in time, we do not offer permanent desks. Please do not leave property on the desks or around the desks when you will not be working there that day. Take home what you bring in, or arrange with Vibrant Memphis for storage in an out-of-the-way area. Every evening and/or morning the desks will be cleared of items, which will be deposited in an area for collection. Leaving items on desks despite notice will result in a strike.
f. Refrigerator. The refrigerator is primarily for storing that day’s food, beverages, and some occasional leftovers from events. As a general policy, food that is older than one week and taking up space will be thrown out. Containers or food left in the refrigerator may be thrown out at any time at the discretion of the Vibrant Memphis. Labeling your food will help us at least give you a heads up.
g. Alcohol policy. We understood that the community operates on individual work hours, however, please do not consume alcohol before 4 p.m. We do not tolerate intoxication at the space.
h. Overnight use. We understand that our members may need to pull a late night of work every now and again. However, under no circumstances is sleeping at the space overnight allowed.
i. Heat & air conditioning. We set the heat and air conditioning on a schedule that is tolerable by the community. Please do not raise or lower the temperature more than 3 degrees. If the heat or air conditioning do not seem to be working, please notify Vibrant Memphis.
j. Locks. The doors are automatically locked most of the time. We have large windows that look in on our members’ gear and our supplies. Do not do anything to allow the doors to be unlocked for any notable length of time. If you believe the doors are not locked when you leave the space, it is your duty to notify a Vibrant Memphis employee of the situation.
We believe in the collaborative power of the EPIcenter Germantown community. Network. Collaborate. Work hard. Have fun. Improve EPIcenter Germantown for all. Give input to make EPIcenter Germantown better. And if this isn’t your sort of thing, see 6. Conduct.
a. 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 Vibrant Memphis, or any participant or user of the Services or any employee, affiliate, or agent thereof, that is non-public, confidential or proprietary in nature.
Confidential Information also includes, without limitation, information about business, sales, operations, know-how, trade secrets, 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 Vibrant Memphis, any analyses, compilations, studies or other documents prepared by Vibrant Memphis or otherwise derived in any manner from the Confidential Information and any information that you are obligated to keep confidential or know or has reason to know should be treated as confidential.
Your participation in and/or use of the Services obligates you to
a. maintain all Confidential Information in strict confidence;
b. not to disclose Confidential Information to any third parties;
c. not to use the Confidential Information in any way directly or indirectly detrimental to Vibrant Memphis, or any participant or user of the Services.
d. All Confidential Information remains the sole and exclusive property of Vibrant Memphis or the respective disclosing party. You acknowledge and agree that nothing in this 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 Vibrant Memphis is, or any participant or user of the Services.
You acknowledge that you are participating in or using the Services at your own free will and decision. You acknowledge that Vibrant Memphis 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.
To the maximum extent permitted by applicable law, Vibrant Memphis provides the services “as is” and with all faults, and hereby disclaim with respect to the services all warranties and conditions, whether express, implied or statutory, including, but not limited to, 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. The entire risk as to the quality, or arising out of participation in or the use of the services, remains with you.
To the maximum extent permitted by applicable law, in no event shall Vibrant Memphis or its subsidiaries (whether or not wholly-owned), affiliates, divisions, and their past, present and future officers, agents, shareholders, members, representatives, employees, successors and assigns, jointly 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 Vibrant Memphis, and even if Vibrant Memphis has been advised of the possibility of such damages. Because some states/jurisdictions do not allow the exclusion or limitation of liability, for consequential or incidental damages, the above limitation may not apply to you.
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 Vibrant Memphis 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 (including sections 10 and 11 above) shall apply to the maximum extent permitted by applicable law, even if any remedy fails its essential purpose.
Vibrant Memphis reserves the right to terminate any Service at any time. Vibrant Memphis 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.
You release, and hereby agree to indemnify, defend and save harmless Vibrant Memphis and Vibrant Memphis 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, judgments, fines and penalties based upon or arising out of your negligent actions, errors and omissions, willful misconduct and 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 costs incurred by Vibrant Memphis or its respective officers and agents in connection with the defense of such claim or lawsuit.
In the event that any provision or portion of this TOU is determined to be invalid, illegal or unenforceable for any reason, in whole or in part, the remaining provisions of this TOU shall be unaffected thereby and shall remain in full force and effect to the fullest extent permitted by applicable law.
Vibrant Memphis will carry General Liability insurance. As a user, it is strongly suggested that you carry a Renters Insurance policy to cover your own equipment while using our space. That policy may cover your current residence/office, as well as the premises of Vibrant Memphis.
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 to the TOU regarding my participation in and use of the Services.
Cobot is the web platform used by EPIcenter Germantown to provide this website.
Terms of Service Although we may attempt to notify you via email when major changes are made, you should visit this page periodically to review the terms. Cobot may, in its sole discretion, modify or revise these terms and conditions and policies at any time, and you agree to be bound by such modifications or revisions. If you do not accept and abide by this Agreement, you may not use the Cobot service. Nothing in this Agreement shall be deemed to confer any third party rights or benefits.
Description of Service Cobot is an application to manage coworking spaces (the "Service") from Upstream - Agile GmbH ("upstream). You understand and agree that the Service is provided on an AS IS and AS AVAILABLE basis. upstream disclaims all responsibility and liability for the availability, timeliness, security or reliability of the Service. upstream also reserves the right to modify, suspend or discontinue the Service with or without notice at any time and without any liability to you.
Personal Use The Service is made available to you for your personal use only. You must provide current, accurate identification, contact, and other information that may be required as part of the registration process and/or continued use of the Service. You are responsible for maintaining the confidentiality of your Service password and account, and are responsible for all activities that occur thereunder. upstream reserves the right to refuse service to anyone at any time without notice for any reason.
Proper Use You agree that you are responsible for your own communications and for any consequences thereof. Your use of the Service is subject to your acceptance of and compliance with this Agreement. You agree that you will use the Service in compliance with all applicable local, state, national, and international laws, rules and regulations, including any laws regarding the transmission of technical data exported from your country of residence. You shall not, shall not agree to, and shall not authorize or encourage any third party to: (i) use the Service to upload, transmit or otherwise distribute any content that is unlawful, defamatory, harassing, abusive, fraudulent, obscene, contains viruses, or is otherwise objectionable as reasonably determined by upstream; (ii) upload, transmit or otherwise distribute content that infringes upon another party’s intellectual property rights or other proprietary, contractual or fiduciary rights or obligations; (iii) prevent others from using the Service; or (iv) use the Service for any fraudulent or inappropriate purpose. Violation of any of the foregoing may result in immediate termination of this Agreement, and may subject you to state and federal penalties and other legal consequences. upstream reserves the right, but shall have no obligation, to investigate your use of the Service in order to determine whether a violation of the Agreement has occurred or to comply with any applicable law, regulation, legal process or governmental request.
Content of the Service upstream takes no responsibility for third party content (including, without limitation, any viruses or other disabling features), nor does upstream have any obligation to monitor such third party content. upstream reserves the right at all times to remove or refuse to distribute any content on the Service, such as content which violates the terms of this Agreement. upstream also reserves the right to access, read, preserve, and disclose any information as it reasonably believes is necessary to (a) satisfy any applicable law, regulation, legal process or governmental request, (b) enforce this Agreement, including investigation of potential violations hereof, (c) detect, prevent, or otherwise address fraud, security or technical issues, (d) respond to user support requests, or (e) protect the rights, property or safety of upstream, its users and the public. upstream will not be responsible or liable for the exercise or non-exercise of its rights under this Agreement.
Intellectual Property Rights upstream’s Intellectual Property Rights. You acknowledge that upstream owns all right, title and interest in and to the Service, including without limitation all intellectual property rights (the "upstream Rights"), and such upstream Rights are protected by international intellectual property laws. Accordingly, you agree that you will not copy, reproduce, alter, modify, or create derivative works from the Service. You also agree that you will not use any robot, spider, other automated device, or manual process to monitor or copy any content from the Service. The upstream Rights include rights to (i) the Service developed and provided by upstream; and (ii) all software associated with the Service.
Your Intellectual Property Rights upstream does not claim any ownership in any of the content that you upload, transmit or store in your Cobot account. We will not use any of your content for any purpose except to provide you with the Service.
Representations and Warranties You represent and warrant that (a) all of the information provided by you to upstream to participate in the Services is correct and current; and (b) you have all necessary right, power and authority to enter into this Agreement and to perform the acts required of you hereunder.
Account Inactivity After a period of inactivity, whereby a user fails to log in to an account for a period of nine months, Cobot reserves the right to disable or terminate the account. If an account has been deactivated for inactivity, the username associated with that account may be given to another user without notice to you or such other party.
Termination; Cancellation You may cancel your use of the Services and/or terminate this Agreement with or without cause at any time by providing notice to upstream at https://Cobot.me/pages/imprint; provided, however, that a terminated account may continue to exist for up to two business days before such cancellation takes effect. Cobot may at any time and for any reason terminate the Services, terminate this Agreement, or suspend or terminate your account. In the event of termination, your account will be disabled and you may not be granted access to your account or any files or other content contained in your account although residual copies of information may remain in our system. Except as set forth above or unless upstream has previously canceled or terminated your use of the Services (in which case subsequent notice by upstream shall not be required), upstream will notify you via email of any such termination or cancellation, which shall be effective immediately upon upstream’s delivery of such notice. Sections 3, 4, 5, 7, and 9 – 11 of the Agreement shall survive expiration or termination.
Indemnification You agree to hold harmless and indemnify upstream, and its subsidiaries, affiliates, officers, agents, and employees from and against any third party claim arising from or in any way related to your use of the Service, including any liability or expense arising from all claims, losses, damages (actual and consequential), suits, judgments, litigation costs and attorneys’ fees, of every kind and nature. In such a case, upstream will provide you with written notice of such claim, suit or action.