Guest Terms and Conditions

**Guest Terms and Conditions** **Published on: June 19, 2023** The present Guest Terms and Conditions set forth your rights, obligations and general rules in connection with your visit to Our Workspace as a tour guest or an invited guest. **Who We Are.** We, the operators of this Website and providers of Membership Plans, Products and Additional Paid Services for Our members’ use through this Website, are Workspaces Company of Adjara Group LLC, I/D: 404630538, legal address: N14 Kostava Street, Tbilisi, Georgia (“D Block”, “We”, “Us” or “Our”). **Who You Are.** References to the “Guest”, “You” or “Your” and similar words in these Guest Terms and Conditions refer to the individual booking a tour at our Workspace (the “Tour Guest”) or representing an invited guest (the “Invited Guest”) and agreeing to be bound by these Guest Terms and Conditions, Privacy Policy and House Rules. For better clarity, when you book a tour at Our Workspace though this Website, you represent a Tour Guest and When Our Member invites you to its Workspace, you represent an Invited Guest. If You are accepting these Guest Terms and Conditions on behalf of other individual(s), You represent and warrant that You have all necessary right, authority and consent to bind such individual(s) to these Guest Terms and Conditions, its House Rules and Privacy Policy. You shall be responsible for: (a) providing accurate data about You or the third party on behalf of which You are acting; (b) ensuring to represent duly authorized person acting on behalf of such individual (in cases, when You fill in the data on behalf of the third party); (c) ensuring that the data You provide belongs to the individual(s) of 18 years or older (legal age) (in cases, when You fill in the data on behalf of the individual). **Members.** References to the “Member(s)” or “Host(s)” in singular or plural in these Terms and Conditions refer to all persons (legal entities or individuals), who: (i) use Our Workspace by purchasing Our Membership Plan(s) and/or Product(s) and/or (ii) invite you to visit its Workspace. **Workspace.** References to the “Workspace” in these Guest Terms and Conditions refer to Our entire spaces, including Workspaces of Our Members, where We supply Our Membership Plans, Products and Additional Paid Services. **Website and Portal**. References to the “Website” in these Terms and Conditions refer to this Website where You can book a tour at Our Workspace and the Member’s Portal integrated into this Website where Our Members can invite you to visit Our Workspace. **Unique Code**. References to the “Unique Code” in these Guest Terms and Conditions refer to a one-time unique code which We send You with confirmation letter on Your e-mail address indicated in the respective registration form, once You register as a Tour Guest or are registered as an Invited Guest by Our Member and once You agree to be bound by these Guest Terms and Conditions, its House Rules and Privacy Policy. Unique Code is used to identify You when You check-in at Our Workspace reception and to provide You with 1-hour free access to Our WIFI. If You want to continue using Our WIFI after Your 1-hour free trial period expires, please, contact Our reception to request a new Unique Code. Every such Unique Code is valid for 1 hour upon its activation. ## 1. **General Rules for visiting Our Workspace** 1.1. Once you have registered as a Tour Guest or an Invited Guest and have agreed to these Guest Terms and Conditions, its House Rules and Privacy Policy, Our Workspace reception will allow you to enter Our Workspace to tour Our entire space with Our dedicated staff member or to visit the Host. You may only have access to Our Workspace on the tour or invitation date. During Your visit to Our Workspace you must at all times remain with Our dedicated staff member or the Host. It is mandatory to exit Our Workspace upon the completion of Your intended visit, as it is not allowed for Guests to remain in the Workspace beyond their intended visit.1.2. House Rules for the Guests are attached to these Guest Terms and Conditions as ANNEX 1 and represents their integral part:1.2.1. You shall ensure and shall be responsible for the strict compliance with the House Rules..1.2.2 Without prejudice to the House Rules, You additionally undertake to respect work environment and operational process of Our Members** and Your visit to the Workspace does not interfere with their continuous and comfortable use of the Workspace within ordinary course of business. Your visit to the Workspace should not create health risks, life-threatening and/or disruptive environment in Our Workspace. You shall be fully responsible for any direct or indirect, material or intangible damages caused to Us** or Our Members as a result of Your misconduct and/or non-compliance with Our House Rules. If such misconduct/non-compliance occurs, You fully indemnify Us against any** damages caused due to such misconduct/non-compliance. Apart from Our right on compensation of damages, We retain the right to suspend Your access to the Workspace temporarily or permanently depending on gravity of misconduct/non-compliance. 1.3 You have full access and control over Your belongings, while We secure the perimeter and common usage areas of the Workspace through Our surveillance security cameras located on the perimeter and common usage areas and through Our dedicated security team. Cameras and security team work on 24/7 timespan. You are fully and solely responsible for the safe use and storage of Your belongings. In the event of their loss, theft, damage and/or destruction, You have to address Our** administration and report the incident, in which case, Our** administration, to the best possible extent, inspects and checks surveillance camera recordings collected on the date of the incident and reports back existence of such incident (if detected) to You. Security camera recordings are kept for at least 30 days from the date of recording. You acknowledge and agree, that due to the location of surveillance cameras, We may not guarantee detection of every incident and therefore We shall not be held liable for the incident and/or failure to detect the incident on the camera. If We** confirm occurrence of the incident upon reviewing camera recordings, We shall only be obligated to retrieve and present respective camera recording to You only on the basis of the request issued by the respective state/court authority for the purposes of further investigation of the incident. Therefore, You have to refer to the respective state authority to inform occurrence of the incident and request the initiation of respective investigative procedures. For the purposes of this paragraph and the present Terms and Conditions, **incident** refers to: (a) the criminal act (theft, robbery, etc.) as defined under the applicable laws of Georgia; (b) any occurence in relation to the person's property and/or health, which does not necessarily qualify as a criminal act under the laws of Georgia. 1.4. Evacuation exits with respective signs and plans are displayed at Our Workspace (**“Fire Drill”**). We will immediately notify You in the event of evacuation necessity. You are fully responsible for adhering to the Fire Drill procedures. 1.5. Electricity, water supply and internet resources are accessible within the Workspace on 24/7 basis. We shall not be held liable for their disrupted or suspended provision/supply, if this is caused due to the scheduled maintenance works of service provider or any disruption occurred due to the service provider’s emergency case/technical problems. If We are informed on such scheduled maintenance works or disruption by the service providers, We shall notify You respectively. If such disruptions are caused due to Our fault, Our technical team will act promptly and use best possible endeavors to eliminate disruption to the soonest practicability. 1.6. If You cause damage to the Workspace (including, but not limited to Our inventory, furnishings and/or technical equipment), You shall be fully and solely responsible for the compensation of expenses We have to incur, alongside with any other direct or indirect damages suffered by Us due to such incident. 1.7. You undertake to comply strictly with any and all labor, fire safety and engineering, environmental, technical, waste management, safety and sanitary requirements, also the rules of operation of the equipment, inventory, engineering communications and networks during Your visit to the Worksapce. ## 2. **Confidentiality** 2.1. Any information containing personal and identifiable data related to Our members, information relating to their business activities, business model and future plans, any financial and legal information related to Us or Our affiliates/other Member(s), any idea, method, system, concept, principle, document, process, "know how" relating to Our business activity or the business activity of Our affiliate/Our Member(s) and/or any information to which You might get direct or indirect access during Your visit to the Workspace, shall be deemed as confidential and its disclosure may have a negative impact on Us, Our affiliates and/or Our Member(s) ("Confidential Information"). Any and all information exchanged/obtained during Your visit to the Workspace, shall be deemed as confidential without the necessity of qualifying them so. You are prohibited from disclosing such Confidential Information to any third parties, disseminate such Confidential Information in any form and substance in any public or private space. 2.2. You may disclose the Confidential Information only on the basis of imperative statutory norms or upon the request of the relevant state authority or the dispute resolution body by providing Us** with a prior written notice on the necessity of such disclosure. In any other cases, You undertake to indemnify Us against any direct or indirect damages caused due to the unauthorized disclosure of the Confidential Information. ## 3. **Data Protection Policy** We collect, process, transfer and secure personal data about You in compliance with Our Privacy Policy and all applicable data protection laws. You hereby confirm that You have and rely upon required legal grounds, including without limitation, consent where needed, to collect, process and transfer to Us personal data for enabling You or an individual that You register to access to Our Workspace when You or such individual are visiting Our Workspace as a Tour Guest or an Invited Guest. You collect and process such personal data in accordance with applicable laws and You are solely liable for their proper storage/processing on Your part. ## 4. **Representations and Warranties**4.1. You represent and warrant, that: 4.1.1 By accepting these Guest Terms and Conditions and Privacy Policy, You have all due authorizations to act so, including authorizations from another individual or legal entity (for detailed warranties on this part, please refer to “Who You Are” section herein above);4.1.2. You undertake to comply with these Guest Terms and Conditions and its House Rules. 4.1.3. You have fluent knowledge of language(s) on which these Guest Terms and Conditions, House Rules and/or Privacy Policy are provided. You fully understand and agree to their content;4.1.4. You do not have any objections in relation with: (i) the form of execution of these Guest Terms and Conditions, its House Rules and Privacy Policy and/or (ii) the content and validity of any provision thereof; ## 5. **Website Terms of Use and Intellectual property** 5.1. By using, having an access to and/or registering as the Tour Guest on our Website, you shall be granted, a non-exclusive, worldwide, non-sublicensable and non-transferrable right to use the Website for personal and non-commercial purposes. 5.2. The Website is provided to You on “AS IS“ and “AS AVAILABLE” basis. We may from time to time modify, update and improve the functionalities of the Website without any commitment or undertakings on that part. 5.3. This Website, as well as all of its functionalities, design and graphics, contents, publications, trademarks, logos and brands and any other copyright materials and intellectual property objects integrated and made publicly accessible on the Website represent a sole property of D Block or are in its lawful possession. 5.4. You are restricted to: (i) use the Website or any other copyright and intellectual property objects integrated into the Website in any form other than those directly permitted under these Guest Terms and Conditions, (ii) delete, modify or reproduce the Website and/or any of its functionalities, (iii) have un unauthorized access to the content available on the Website, delete or modify such content or publish restricted content or any type of information on the Website which encourages violence and discrimination and/or fundamentally violate human rights and interests, (iv) use the Website for any other purposes and in any other form except for the primary purpose of its usage (i.e. for booking a tour at Our Workspace and/or to have an access to our Workspace as a Tour Guest or an Invited Guest) (v) use the Website or any copyright materials and intellectual property objects integrated and made publicly accessible on the Website for Your own or any other third-party’s commercial benefit. ## 6. **WIFI Terms of Use** 6.1. We make wireless network service available and accessible for the Guest’s use within Our Workspace. The wireless network is provided on "AS IS" and “AS AVAILABLE” basis without warranties of any kind, either expressed or implied, including but not limited to its service level or specific rates of speed. Although We take every reasonable technical and commercial efforts for cyber-security at Our workspaces, We also have no control over information obtained through the internet and cannot be held responsible for its content, accuracy or safety. Use of wireless network service is done at Your own risk. You are responsible for ensuring to run up-to-date anti-virus software on your devices.6.2. We are not liable for any damage, undesired resource usage, or detrimental effects that may be inflicted to or experienced by Your device and/or software, when such device is connected to the wireless network available at Our workspaces. You are solely responsible for any actions carried out from these devices, whether intentional or unintentional, resulting in damaging or otherwise affecting other devices or users of the same wireless network. You hereby release Us from liability for any loss, damage, security infringement, or injury which you may sustain as a result of using wireless network and You hereby agree to be solely responsible for any such loss, infringement, damage, or injury.6.3. Your access to the wireless network may be blocked, suspended, or terminated at any time for any reason and We reserve the right to remove, block, filter, or restrict by any other means any material that, in Our sole discretion, may be deemed as illegal, unethical or hazardous, also those that may subject Us to liability of any kind, may infringe any copyright, trademark, trade secret, right of publicity, privacy right, or any other right of any person or entity, may contain material that is grossly offensive, violent and/or defamatory. For this purpose, We may cooperate with legal authorities and/or third parties in the investigation of any suspected or alleged crime or civil wrong. You are also prohibited from accessing Our and other Members’ /third-parties’ computers, accounts, files, or data without respective written consent. We may block, suspend or terminate Your access to the wireless network service, if We discover such activity or attempt on Your part. 6.4. If You breach any of the obligations and restrictions stipulated in this section, We shall also be entitled to temporarily or permanently suspend Your access to the Workspace. ## 7. **Liability and Indemnification** 7.1. D BLOCK WILL NOT BE LIABLE TO YOU FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT OR SPECIAL DAMAGES OF ANY KIND, OR FOR ANY LOST REVENUES OR PROFITS, LOSS OF USE, LOSS OF COST OR OTHER SAVINGS OR LOSS OF GOODWILL OR REPUTATION, WITH RESPECT TO ANY CLAIMS BASED ON CONTRACT, TORT OR OTHERWISE (INCLUDING, WITHOUT LIMITATION, NEGLIGENCE AND STRICT LIABILITY) ARISING FROM, RELATING TO OR IN CONNECTION WITH THESE GUEST TERMS AND CONDITIONS, ITS HOUSE RULES OR PRIVACY POLICY, REGARDLESS OF WHETHER D BLOCK WAS ADVISED, HAD OTHER REASON TO KNOW, OR IN FACT KNEW OF THE POSSIBILITY THEREOF. LIABILITY EXCLUSIONS STIPULATED IN THIS CLAUSE SHALL NOT APPLY TO ANY DAMAGES RESULTING FROM GROSS NEGLIGENCE, WILLFUL MISCODUCT OR FRAUD OF D BLOCK OR ANY MATTER FOR WHICH IT IS RESTRICTED BY THE APPLICABLE LAW TO EXCLUDE LIABILITY. 7.2. D BLOCK HEREBY EXPRESSLY DISCLAIMS ANY AND ALL REPRESENTATIONS AND WARRANTIES OF ANY KIND OR NATURE, WHETHER EXPRESS, IMPLIED OR STATUTORY, ARISING FROM, RELATING TO OR IN CONNECTION WITH YOUR VISIT TO THE WORKSPACE AND YOUR USE OF THIS WEBSITE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, AND ANY REPRESENTATIONS AND WARRANTIES ARISING FROM A COURSE OF PERFORMANCE, COURSE OF DEALING OR USAGE OF TRADE.1. To the extent permitted by law, You shall indemnify D Block from and against any and all claims, including third party claims, liabilities, and expenses including reasonable attorneys’ fees, resulting from any breach or alleged breach of these Guest Terms and Conditions and its House Rules, obligations, restrictions, representations and warranties stipulated herein by You or any of Your actions or omissions, except to the extent a claim results from the gross negligence, willful misconduct or fraud of D Block. You shall not make any settlement that requires materially adverse act or admission by D Block or imposes any obligation upon D Block unless You have first obtained Our written consent. D Block shall not be held liable for any obligations arising out of a settlement made without its prior written consent. ## 8. **Final Provisions**8.1. These Guest Terms and Conditions become effective on the date of their publication or update on the Website and supersede and cancel any earlier versions. These Guest Terms and Conditions also apply to all the Visitors who registered as a Tour Guest or were registered as an Invited Guest prior to the effective date of current Guest Terms and Conditions. 8.2. Any and all communication to D Block within the scope of these Guest Terms and Conditions shall be carried out in writing by using CONTACT US page of this Website. *(A) Electronic Notification:* In case if these Guest Terms and Conditions or its House Rules make reference to electronic notification, such notification shall be sent to Your e-mail addresses provided to Us, when registering as a Tour Guest on this Website or are registered as an Invited Guest by Our Member. 8.3. We may from time to time update, amend or supplement these Guest Terms and Conditions, its House Rules or Privacy Policy and Our other policies (if any) and we shall not be held liable for notifying your regarding such updates, amendments or supplements. 8.4. Any notification, document, invoice, or any other sort of information in relation to Your visit to Our Workspace that We may send You electronically, has legally binding force.8.5. These Guest Terms and Conditions are subject to applicable laws of Georgia.8.6. In the event of any claim, request, inquiry or feedback, please CONTACT US.8.7. In the event of any dispute arising out of or in connection with these Guest Terms and Conditions, we shall use all reasonable endeavors to resolve any such dispute by means of negotiation and mutual agreement. If we fail to reach a mutually beneficial agreement, any such dispute shall be submitted to the Georgian International Arbitration Center for a final settlement of the dispute by arbitration, in accordance with its arbitration rules. If the amount of the dispute does not exceed 100,000 USD, the dispute shall be settled by one arbitrator appointed in accordance with the arbitration rules of the same arbitration center. In the event of the dispute amount exceeding 100,000 USD, the dispute shall be settled by 3 arbitrators, one appointed by You, one by Us and one in accordance with the arbitration rules of the same arbitration center. The place of arbitration shall be Tbilisi, Georgia, the arbitration shall be conducted in Georgian language **ANNEX 1** **House Rules at The D Block** **Respect Each Other's Personal Space** Give the person next to you enough room to work comfortably. Use common sense when joining a conversation - it could be a working process. Don't browse other people's belongings or distract those focused on their tasks. **Fewer Distractions, the Better** Please keep noise to a respectful level while visiting our workspace and always use headphones for music. We understand that some background noise is inevitable, but please avoid disturbing the members as much as you can. **Treat Everyone with Respect and Dignity.** Our co-working space is built on the values of inclusivity, equality, diversity, and mutual respect. Please do not engage in any behavior that is discriminatory or offensive towards others. **Stick to the Schedule** Please be considerate and stay on track with your scheduled space usage or bookings. This ensures everyone has equal access to D Block Workspaces and its features. **Keep Your Belongings Safe** Please keep an eye on your items and make sure they stay safe and secure. Of course, if you lose anything, our security and staff are always there to help you.