Day Pass Terms and Conditions

Rules & Regulations for Licensees

The following rules and regulations shall apply, where applicable, to the Premises, the Building, the Property, and the appurtenances thereto. The Licensor reserves the right to amend, alter or revise the rules and regulations from time to time and Licensee shall comply with all such rules and regulations as amended, altered or revised:

1) As representatives of the Tech Belt Energy Innovation Center (“TBEIC”), Licensees are expected to maintain appropriate behavior and standards at all times. Actions or behavior deemed by TBEIC Management to be damaging to the image or reputation of TBEIC will be cause for immediate termination of the License and eviction from the premises.

2) Licensees shall comply with all safety, fire protection and evacuation procedures and regulations established by TBEIC or any governmental agency.

3) TBEIC requires all visitors to sign in at the front desk – no exceptions. Subtenants will comply with measures instituted for the security of the Building which include signing in or out in a register in the Building lobby before and after normal business hours and on weekends. Subtenants shall not provide access to the Building to anyone for any purposes other than those directly related to the Subtenants’ business. TBEIC assumes no responsibility or liability for any theft, robbery or other crime in the building. Subtenants shall assume full responsibility for protecting their own premises, including keeping all doors to the premises locked after the close of business.

4) No firearms, explosives, fireworks, intoxicating drugs or flammable, radioactive, potentially contagious or hazardous materials will be permitted in or around the building without disclosure to and specific permission from TBEIC management.

5) Licensees shall not use the premises for any illegal purposes. Operations of a “dangerous” nature as determined by the Lessor will be carried out only by qualified individuals certified or experienced in such tasks, and in areas pre-approved for such work.

6) Licensee shall not permit the use of any portion of the Premises as sleeping quarters, lodging rooms or for any unlawful purpose.

7) Sidewalks, doorways, vestibules, halls, stairways, and other similar areas shall not be obstructed by Licensees or used by any Licensee for any purpose other than ingress and egress to and from the Licensee’s premises and for going from one part of the Building to another part of the Building. No rubbish; trash, litter or material of any nature shall be placed, emptied or thrown in those areas.

8) Licensees shall not place objects against glass partitions, doors or windows or adjacent to any open common space which would be unsightly from the building corridors or from the exterior of the building.

9) No material shall be placed in trash receptacles or boxes unless such material may be disposed of in the ordinary and customary manner of removing and disposing of domestic trash, without violating any laws or rules with respect to the disposal thereof. Licensees shall not dispose of any foreign substances in the toilets, urinals, lab sinks or washroom facilities; client shall be liable for all damage as a result of a violation of this rule.

10) Plumbing fixtures and appliances shall be used only for the purpose for which designed, and no sweepings, rubbish, rags, or other unsuitable material shall be thrown or placed therein. Repairs resulting

from such damage to any such fixtures or appliances from misuse by a Licensee shall be paid by the Licensee, and Licensor shall not, in any case, be responsible therefor.

11) At no time shall a Licensee permit its employees, agents, contractors, guests or invitees to smoke in the Building or on the Property, unless such area has been declared a designated smoking area by Licensor.

12) No draperies, blinds, signs, advertisements or notices shall be painted or affixed on or to any windows, doors, corridors, or other parts of the Building, or visible from the exterior of the Premises or the Building, except as shall be first approved by Licensor. Licensees shall not paint, display, inscribe or affix any sign, picture, advertisement, notice, lettering or direction or install any lights on any part of the outside or inside of the building.

13) Licensee shall not install any radio or television or other similar devices exterior to the Premises and shall not erect any aerial, satellite dish or other similar device on the roof or exterior walls of the Building without Licensor’s written approval. Licensees shall not install any signal, communication, alarm or other utility or service system or equipment without Licensor’s written approval.

14) Neither the building manager, nor Licensor will be responsible for lost or stolen personal property, money or jewelry from a tenant’s premises or public areas, regardless of whether such loss occurs when such area is locked against entry.

15) Licensees will be responsible for providing supervision of any moving operations that may involve common areas of TBEIC or the building, and will be liable for any losses and/or damages that result from such activities and/or from a Licensee’s failure to provide such supervision. Moves will be coordinated in advance with TBEIC staff to minimize interference with other activities.

16) Movement of furniture or office equipment, or dispatch or receipt by Licensees of any bulky material, merchandise or materials which requires movement through the Building entrances or lobby shall be restricted to such hours as Licensor may designate, and such movement shall be subject to the direction of Licensor.

17) Licensees and their employees, agents and invitees shall park their vehicles only in those parking areas designated by Licensor. Vehicles must be parked entirely within the stall lines, and all directional signs, arrows and posted speed limits must be observed. Parking is prohibited in areas not striped for parking, in aisles, where "No Parking” signs are posted, on ramps, in cross-hatched areas, and in other areas as may be designated by Licensor. Within five (5) days of Licensor’s request, Licensees shall furnish Licensor, with the state automobile license numbers of all Licensee’s and Licensee’s employees’ vehicles. Thereafter, Licensees shall notify Licensor of any changes within five days after such change occurs. Licensees and their employees shall not leave any vehicle on the Property in a state of disrepair. If Licensees or their employees, agents or invitees park their vehicles in areas other than designated parking areas, or leave any vehicle in a state of disrepair, Licensor, after giving written notice to the Licensee of such violation, shall have the right to remove such vehicle at the Licensee’s expense. Every person is required to park and lock his vehicle. All responsibility for damage to vehicles or persons is assumed by the owner of the vehicle or its driver.

18) Licensor may institute, in connection with The City of Warren, a sticker or other identification system, which shall be adhered to by Licensee. No termination of parking privileges or removal of a vehicle shall create any liability of Licensor or be deemed to interfere with a Licensee’s right to possession of its premises. Parking stickers, or other forms of identification supplied by Licensor, shall remain the property of Licensor and not the property of the Licensee, and are not transferable.

19) Bicycles or other vehicles shall not be permitted inside the Real Property, nor shall any obstruction of sidewalk or entrances of the Building by such be permitted. No riding of toys with wheels, including skates, skateboards, scooters, roller blades, etc. inside the facility.

20) Licensees shall not disturb other building occupants or make excessive noises, cause disturbances, create excessive vibrations, odors or noxious fumes or use or operate any electrical or electronic devices or other devices that emit excessive sound waves or are dangerous to other Subtenants or Licensees of the building or that would interfere with the operation of any device or equipment or radio or television broadcasting or reception from or within the building or elsewhere, and shall not place or install any projections, antennae, aerials or similar devices outside of the building or the premises.

21) Licensee and Licensee’s employees and/or agents shall not solicit business or distribute any hand bills or other advertising matter or samples outside of the Premises. Canvassing, general solicitations, or distribution of political, religious, or cause literature is not permitted.

22) Licensees shall cooperate fully with TBEIC to assure the most effective operation of the building’s heating and air conditioning and shall refrain from attempting to adjust any controls. No birds or animals (except seeing-eye dogs) shall be brought into or kept in, on or about the Building or Property.


23) Inappropriate conduct shall include, but is not limited to, filing bankruptcy, or accommodations for the benefit of creditors, breach of leases or other agreements, charges involving moral turpitude, investigations by law enforcement officials, or any other behavior deemed inappropriate.

24) In addition to the above, Licensees shall abide by all the normal laws.

Modification of Policies & Rules

TBEIC reserves the right to periodically modify these policies, rules, handbook terms and schedules or alter them on a case-by-case basis through discussions with Licensee/client companies

Cobot Terms and Conditions

Cobot is the web platform used by BRITE Energy Innovators 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 (the “Service” or “Services” or “Cobot”) as further specified on (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

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.