Flex Membership Agreement

Published on: June 19, 2023

Who We Are. We, the operators of this Website and providers of Membership Plans, Products and Additional Paid Services for your 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 “Member”, “You” or “Your” and similar words in this Flex Membership Agreement refer to the entity or individual registering for or using Flex Membership Plan and/or Additional Paid Services and agreeing to be bound by this Flex Membership Agreement, Privacy Policy and House Rules attached hereto as Annex 1. If You are accepting this Flex Membership Agreement on behalf of an entity or on behalf of other individual(s), You represent and warrant that You have all necessary right, authority and consent to bind such entity or individual(s) to this Flex Membership Agreement. 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 legal entity or individual (in cases, when You fill in the data on behalf of the third party - legal entity or individual); (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); You have to ensure that Your staff (in cases of legal entity) or individuals (in cases, when You fill in the data on behalf of individual) are duly acquainted with this Flex Membership Agreement, its House Rules and Privacy Policy and abide to adhere to their compliance. In addition, by agreeing to this Flex Membership Agreement, You are confirming that You and Your staff are using Flex Membership Agreement and/or Additional Paid Services exclusively for personal purposes, business or other legitimate and lawful purposes which are ethical and do not cause Us reputational and/or material damages.

Members. References to the “Member(s)” in singular or plural in this Flex Membership Agreement refer to all persons (legal entities or individuals), who: (i) use Our Workspace by purchasing Our Membership Plan(s) and/or Product(s); and (ii) register their profile on Our Portal/Website, thus creating unique profile of Workspace user. All such persons abide to Our Terms and Conditions, its House Rules,Privacy Policy published on Our Website and/or respective Membership Agreement(s).

Your staff and Your guests. References to the staff or Your staff in this Flex Membership Agreement refer to the personnel, who use Our Workspace on Your behalf or through You on the basis of the contract, irrespective of type of such contractual relationship (whether employment, service, commissioning, agency agreement and etc.). executed You (legal entity or individual) at one hand and particular person, on the other hand. Guests imply particular person(s) visiting (temporarily accessing) Your Workspace located at Our premises for any given period of time.

For the avoidance of any doubt, it is further clarified, that, in case if You are an individual or a legal entity without staff and/or guests and are using the Workspace solely on Your own, respective provision/clause of this Flex Membership Agreement and/or its House Rules shall apply solely to You and the reference to the staff and/or guests is inapplicable, unless You hire/contract such staff for any given period of time and/or have the guests at the Workspace for any given period of time.

Without prejudice to the above, in case if You are the staff member of Our Member and are reading this Flex Membership Agreement, also, if you have already activated Your individual portal on Our Website, then this Flex Membership Agreement, Our Terms and Conditions and its House Rules apply to You and the term “You” refers specifically and personally to You, thus making respective clause binding for You. Hence, by reading this Flex Membership Agreement, You commit to adhere to it, its House Rules and Privacy Policy, that have been provided to You electronically through Your email provided to Us and to which You have consented for the purposes of activating Your portal on Our Website.

Documents Executed for the Purposes of Membership. In order to enable the Member to use Our Workspace, the following steps are taken: (i) Member’s individual profile is activated on Our portal/Website; (ii) Member receives and agrees to Our Terms and Conditions, this Flex Membership Agreement with its House Rules and Privacy Policy. Present Flex Membership Agreement establishes specific and individual terms for the use of FLEX Membership Plan and its represent integral parts of Our Terms and Conditions.

Membership Plan. References to the “Membership Plan” in this Flex Membership Agreement refer to Flex Membership Plan which is accessible for Your Use for a minimum period of 1 (one) month upon its purchase. All time access to the Workspace at our premises in the scope of Flex Membership Plan is subject to space availability. Although, We use commercially reasonable efforts to make the Flex Membership Plan constantly available for the use, We may not guarantee such availability and thus, shall not be held liable if the Flex Membership Plan is not accessible at all times. Descriptions, pricing, payment, amenities and other specific details for the Flex Membership Plan are provided on this Website and when purchasing it, You agree to be bound by those terms as well.

References to the “Membership Plans” in plural in this Flex Membership Agreement refer to both Box and Flex Membership Plans. For the avoidance of any ambiguity, Box Membership Plan is not subject to this Flex Membership Plan and when purchasing it, You agree to be bound by the respective Box Membership Agreement.

What Products We Offer. References to the “Products” in this Flex Membership Agreement refer to the D-Pass Product which is accessible for Your use for 24 hours upon its purchase. Description, pricing and amenities of this Product are provided on this Website and when purchasing it, You agree to be bound by those terms as well. Daily access to the Workspace at our premises in the scope of D-Pass Product is subject to space availability. Although, We use commercially reasonable efforts to make all of Our Products constantly available for the use, We may not guarantee such availability and thus, shall not be held liable if Our Products are not accessible at all times.

Workspace. References to the “Workspace” in this Flex Membership Agreement refer to Our entire spaces, including Your workspace and workspaces of other Members. If certain provision in this Flex Membership Agreement implies only Your workspace, we shall refer to it as “Your Workspace”. Otherwise, the term “Workspace” has general meaning and implies any space within our premises, where We supply Our Membership Plans, Products and Additional Paid Services.

What Additional Paid Services We Offer. References to the “Additional Paid Services” in this Flex Membership Agreement refer to the following:

• Meeting Rooms;
• Podcast Booth;
• Screening Rooms

Descriptions, pricing, payment and termination and cancellation terms for the Additional Paid Services are provided on this Website and when purchasing them, you agree to be bound by those terms as well.

Website and Portal. References to the “Website” in this Flex Membership Agreement refer to this Website and the Member’s Portal integrated into this Website where Our Members can manage their personal portal, purchase Our Membership Plans, Products and Additional Paid Services and process payments for this purpose, make reservations and bookings, invite guests, communicate with other Members, have access to any financial, legal and operational information/document in relation to their use of Our Membership Plans, Products and Additional Paid Services and track available benefits provided by Us.

1. General Terms for the Use of Our Workspace

1.1. By purchasing Our Flex Membership Plan, You automatically become Our Member and shall have full access to the Workspace designated for the Flex Membership Plan in accordance with this Flex Membership Plan and for the duration of validity of Your purchase.

1.2. In the frame of Your activities, You may need placement of certain technical devices and equipment(s) in the Workspace, which must not interfere with and disrupt regular operational process of Our workspaces and other Members. If ascertained, that the technical devices and equipment that You place in the Workspace, require high or particularly high consumption of electricity and internet resources, We shall additionally agree on the terms related to their use within Our Workspace. In addition, You represent and warrant that the technical equipment installed/placed in the Workspace do not pose any health-related risks to Us, Our other Members and/or any third party.

1.3. House Rules for all of our Members are attached to this Flex Membership and represent its integral part:

1.3.1. You shall ensure and shall be responsible for the strict compliance of the House Rules by You (if You act on Your own behalf) or by other individuals (i.e. your staff, guests, and other third parties) who access Our Workspace on Your behalf. If You have such staff and/or guests, You shall be responsible for them to get acquainted with these House Rules and obtaining (written) consent on abiding to these House Rules. To avoid any ambiguity, by accepting this Flex Membership Agreement and Our Terms and Conditions, Your staff and guests are automatically bound by them and We shall be allowed to request proper compliance of the House Rules by such individuals.

1.3.2. Without prejudice to the House Rules, You additionally undertake to respect work environment and operational process of other Members and conduct Your work process in such a manner that does not interfere with their continuous and comfortable use of the Workspace within ordinary course of business. Use of Your Workspace by You or Your staff/guests 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 other Members as a result of Your, Your staff or guests’ 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 or Your staff member/guest(s) from accessing the Workspace temporarily or permanently depending on gravity of misconduct/non-compliance. In case of such breach/misconduct, which entails temporary or permanent suspension from accessing Our Workspace, We retain the right to keep the fee paid for Our Products/Plans and such fees are not subject to any refund/compensation.

1.4. You have full access and control over Your Workspace, 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, Your staff and/or guests’ belongings and inventory that are accommodated in Your Workspace. 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.

1.5. Evacuation exits with respective signs and plans are displayed at Our Workspace (“Fire Drill”). We will immediately notify You, Your staff/guests in the event of evacuation necessity. You are fully responsible for adhering to the Fire Drill procedures and ensuring that Your staff members and guest(s) do the same. We may conduct periodic Fire Drill trainings twice a year, which will be notified to You in advance, in electronic form or in writing.

1.6. You have to invite Your guests at Your Workspace by using Your invidual portal on our Website. Such invitation should be activated on the portal prior to your guest’s arrival at Your Workspace. If You fail to do so, We keep the right to decline the guest’s access to Your Workspace or may need additional time for enabling them to access Your Workspace, therefore We relieve Ourselves from any responsibility or any claims and objections from Your side on such discomfort.

1.7. Our house-keeping services are carried-out in Our premises (including, Workspace) every day, at any time in-between the period from 12:00 AM to 9:00 AM. House-keeping services are carried-out on the surfaces and Our house-keeping team does not migrate Your belongings and inventory or access drawers/inside space of office furniture. If You or Your staff have to use Your Workspace during the house-keeping hours, and do not wish Your Workspace to be cleaned during this period, you have to notify Our administration in advance. However, please consider, that housekeeping services shall be carried on in the remaining space of Our Workspace and we shall not be held liable for any discomfort that it may cause.

1.8. 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.

1.9. We will be receiving Your and/or Your staff's incoming correspondence/parcels, if You instruct Us to do so. We will not be handling outcoming correspondence or parcels, i.e. We will not provide assistance in their sending. Receiving implies Our assistance in storing incoming parcels or correspondence for You or Your staff at Our specifically designated storage room for 60 (sixty) days upon its receipt. You / designated recipient from Your staff will be receiving periodic notices electronically to take out parcels/correspondence from Our storage room. If correspondence/parcel is not removed from Our storage room within the given time-frame, We may not be held liable for their further storage and We reserve the right to withdraw (take out) such correspondence/parcels from Our storage room for their further disposal at Our sole discretion. We relieve Ourselves from any and all claims/responsibility vis a vis You or Your staff in case of such removal.

We hereby clarify, that “Your correspondence” or "Your Parcel" for the purposes of this section implies the correspondence of those Members (and Members' staff), who have purchased Our Membership Plans (i.e. Box membership and Flex membership).

We will not be receiving correspondence or parcels of those Members, who use Our Product (D-Pass Product), as we do not undertake proper handling of correspondence/packages in short time span within which D Pass holder(s) remain at Our Workspace.

We shall be receiving only those correspondence or parcel that meets the following criteria in terms of sizes and weight: Correspondence: Maximum Size - 27X35X2 cm, Maximum Weight - 0,5 Kilo Packages: Maximum Size - 34X32X10 cm, Maximum Weight - 3 Kilos

If correspondence or parcel fails to meet above sizing/weighting standards, we may not be held liable for refusing to receive them.

1.10. In order to gain access to the Workspace, the Member is provided with a temporary access card by D Block which is activated upon the Member’s acceptance of this Flex Membership Agreement, Our Terms and Conditions , its House Rules, Privacy Policy and purchase of the Flex Membership Plan and remains valid for the entire duration of the Flex Membership Plan term. In the event that the Member continues to use the Flex Membership Plan for a new term, D Block will ensure the activation of the access card for such renewed term upon the purchase of the Flex Membership Plan for a renewed term by the Member. The Member shall refrain from causing any harm, destruction or transfer of the access card to any third party. Additionally, the Member is required to return the access card to D Block upon the termination of the Flex Membership Plan in the same condition in which it was provided to the Member. In the event that the Member fails to return the access card after the expiration date of the Flex Membership Plan, or if the access card is returned in a damaged, destroyed, or disassembled condition, which does not enable D Block to use it for any further purposes, the Member will be charged with a penalty in the amount of 50 (fifty) GEL for each case of breach. The Member is strictly prohibited from engaging in any attempt or deliberate action aimed at dismantling the access card, gaining access to its internal software components or microschemes or any other action with the purpose of decrypting the codes and internal software segments of the access card. If any of the foregoing events occur, the Member must promptly notify D Block regarding any damage, loss, theft or destruction of the access card in which case D Block will block such access card and provide the Member with a new activated card only upon the payment of the penalty stipulated in this Clause by the Member.

D Block shall not be held liable or compelled to compensate the Member for the suspension of the Member's access to and use of the Workspace resulting from the Member's failure to pay the penalty specified in this Clause. In the event that the Member fails to pay the penalty or if the Member's access to the Workspace is suspended until D Block issues a new access card in accordance with this clause, the Member shall not be relieved from paying the respective Flex Membership Fee to D Block in full.

1.11. We shall use all commercially reasonable efforts to maintain the premises where Your Workspace is located in a secure and functional condition. For this purpose, We are entitled to carry out periodic repair and maintenance works at these premises for preventing or reducing consequences of normal wear and tear. We undertake to notify You at least 10 (ten) calendar days prior to the commencement of such works in electronic form or in writing. We shall take every precaution to ensure that such works do not interrupt Your work process in the Workspace for an extended period of time.

1.12. If You, Your staff or guests 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.

1.13. You undertake to take care of the Workspace, 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. You have to ensure smooth operation of Workspace without causing disruption or damaging health and safety of Your staff, guests, other Members or any third parties within the premises where the Workspace is located.

2. Payments

2.1. Any and all payments (fees) for the Flex Membership Plan and Additional Paid Services will be performed in advance, on the basis of the respective invoice issued by Us. Commercial terms and pricing are provided in the Flex Membership Plan description on Our Website and when You are purchasing it, you are also agreeing to be bound by those terms as well. Without prejudice to any of the foregoing, The following settlement principles apply to Flex Membership Plan:

2.1.1. Flex Membership Plan is subject to monthly fee, which is accrued in advance and in the amount applicable to the respective validity term. Upon its payment the Member shall have a full access to the Workspace for the term starting from the date of purchase and expiring on the same date of the month following respective date and month when the purchase of Flex Membership Plan has been completed;

2.1.2. Flex Membership fee is non-refundable during the duration of the Flex Membership validity period or if less than one month remains before the Flex Membership Plan start date.

2.2. Any and all payments shall be proceeded in the form of wireless transfer and the Member shall be solely responsible for the payment of any fees/costs associated with wireless transfers/bank charges. For the avoidance of any ambiguity, it is further clarified, that the person may be qualified as the Member by activating respective portal on Our Website and purchasing respective Membership Plan or Product, however such person may at the same time be the staff of Our Member, with whom we have executed Membership Agreement. In this case, fees for Our Products/Plans may be compensated by such legal entity and not the individual, who is part of the legal entity’s staff.

2.3. To avoid any ambiguity, any payments shall be deemed performed upon their enrolment on Our bank account.

2.4. We reserve the right to unilaterally amend, i.e. further increase or decrease fees for the Flex Membership Plan and/or Additional Paid Services at our sole discretion upon prior written notice served reasonably in advance.

3. Termination and Cancellation

3.1. Present Flex Membership Plan Agreement enters into force upon Your purchase of Flex Membership Plan and remains in force before the expiration date of purchased Flex Membership validity term.

3.2. Flex Membership Plan is not subject to cancellation by the Member during its validity term as well as within less than 1 (one) month prior to the Flex Membership Plan start date.

3.3. In addition, as noted above, We may temporarily or permanently suspend Your access to Our Workspace, in case of material breach of this Flex Membership Agreement and/or Our Terms and Conditions and its House Rules. If such suspension occurs, the fee paid by You in advance, shall serve as the penalty for breaching Your contractual obligation and We retain the right to keep the fee without any further refund. For the avoidance of doubt, it is further stated that if the damage inflicted to us is estimated at higher amount, than apart from the fee paid by You in advance, We retain the right to seek compensation for such damages. Furthermore, we may terminate this Flex Membership Agreement or temporarily suspend your access to the Workspace without any obligations or liabilities, if due to the objective reason beyond Our control, we are not able to provide Our Workspace for Your use any more or for a certain period of time.

3.4. You are required to have the Workspace fully vacated by the termination date of Your Flex Membership Plan. If You fail to do so, We are allowed to remove Your inventory and belongings from the Workspace and move them to Our warehouse and keep there for 7 (seven) calendar days. If you do not take them away during these 7 (seven) calendar days period, We shall not be held liable for their storage conditions and/or any losses/damages of such inventory upon the expiration date of this term.

3.5. Termination of this Flex Membership Agreement on any grounds, does not relieve You from outstanding obligations, including but not limited to the obligation to compensate damages (if any), payment of any outstanding fees and/or penalties and/or performance of any outstanding obligations. We retain the right to seek compensation for any direct or indirect, including but not limited to lost business opportunities, material or intangible damages caused to Our business.

3.6. Any provision of this Flex Membership Agreement that by its nature and purpose regulate the relationship between Us upon its termination date on any ground, shall survive and remain in full force after its termination date.

4. Confidentiality

4.1. 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 or Your staff member might get direct or indirect access in the scope of our relationship and is not publicly accessible, 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 on the basis or in relation with Our relationship, shall be deemed as confidential without the necessity of qualifying them so. You and Your staff 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 without Our prior written consent.

4.2. Obligations laid down herein shall survive termination of this Flex Membership Agreement. You have to take the same and adequate security measures for the protection of the Confidential Information from any unauthorized disclosure during effectiveness or upon expiration/termination of Our relationship, as You would have taken for the protection of Your own confidential information. You shall disclose Confidential Information only to the extent of necessity and only to those staff members, who need to have access to such information for specific purposes of adherence to contractual obligations set forth herein. Such persons have to be bound by the same degree of confidentiality obligations. 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.

4.3. You have to destroy any Confidential Information delivered/disclosed to You in a tangible form or electronically or return it to Us immediately upon the termination of Our relationship/this Flex Membership Agreement or upon Our written request. Confidential Information delivered in the tangible form includes any copies and all recordings.

5. Data Protection Policy

We collect, process, transfer and secure personal data about You, Your staff and Your guests 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 Your staff and guests’ personal data for enabling Us to provide Our services. 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.

6. Representations and Warranties

6.1. You represent and warrant, that:

6.1.1. Your activities do not contradict with the applicable laws of Georgia, they are legal and ethical and You have obtained all relevant consents/permits/licenses/authorizations for conducting such activities, if they are subject to any consent/licensing/authorization on the territory of Georgia. Your activities have to be ethical and should not cause Us any type of reputational or material damage.

6.1.2. By accepting this Flex Membership Agreement and Our Terms and Conditions and/or executing, 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);

6.1.3. You have not undertaken or assumed any obligation/liability vis a vis any other third party, which contradicts or restricts You from entering into this Flex Membership Agreement and Our Terms and Conditions ;

6.1.4. You undertake to comply and ensure Your staff and guests to read and comply with the provisions of this Flex Membership Agreement that apply to their conduct/behavior/obligations, Our Terms and Conditions and its House Rules. You also undertake to ensure to obtain written consent, if such consent is needed under the laws of Georgia. Responsibility on determination of obtaining such consent rests on Your part;

6.1.5. You have fluent knowledge of language(s) on which this Flex Membership Agreement, Our Terms and Conditions , its House Rules and Privacy Policy are provided. You fully understand and agree to their content;

6.1.6. You do not have any objections in relation with: (i) the form of execution of this Flex Membership Agreement, Our Terms and Conditions , its House Rules, Privacy Policy and/or (ii) the content and validity of any provision thereof;

7. Website Terms of Use and Intellectual property

7.1. By using, creating an account (portal) and thus, registering as a Member 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.

7.2. 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.

7.3. 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.

7.4. 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 this Flex Membership Agreement and Our Terms and Conditions, (ii) delete, modify or reproduce the Website and/or any 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 receiving updates, newsletters and other marketing offerings/information) on Our activities or managing your portal for the purposes of receiving Our services in the form of Our Membership Plans, Products and/or Additional Paid Services;(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.

8. WIFI Terms of Use

8.1. We make wireless network service available and accessible for Our Member’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 and Your staff are responsible for ensuring to run up-to-date anti-virus software on your devices.

8.2. We are not liable for any damage, undesired resource usage, or detrimental effects that may be inflicted to or experienced by Your or Your staff’s / guest’s 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.

8.3. Your (Your staff’s/guest’s) 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 (Your staff and/or guests) 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.

8.4. If You breach any of the obligations and restrictions stipulated in this section, We shall also be entitled to temporarily or permanently suspend, terminate or cancel Your access to the Workspace.

9. Liability and Indemnification

9.1. D BLOCK WILL NOT BE LIABLE TO YOU (NOR TO ANY OF YOUR STAFF OR GUESTS OR ANY OTHER PERSON CLAIMING RIGHTS DERIVED FROM YOUR RIGHTS) 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 THIS FLEX MEMBERSHIP AGREEMENT, OUR Terms and Conditions, Privacy Policy OR HOUSE RULES 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.

9.2. D BLOCK HEREBY EXPRESSLY DISCLAIMS ANY AND ALL REPRESENTATIONS AND WARRANTIES OF ANY KIND OR NATURE, WHETHER EXPRESSED, IMPLIED OR STATUTORY, ARISING FROM, RELATING TO OR IN CONNECTION WITH THE MEMBERSHIP PLANS, PRODUCTS, ADDITIONAL PAID SERVICES AND 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.

9.3. 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 this Flex Membership Agreement, Our Terms and Conditions, its House Rules, obligations, restrictions, representations and warranties stipulated herein by You, Your staff or Your guests or any of Your or their actions or omissions, except to the extent a claim results from the gross negligence, willful misconduct or fraud of D Block. You are responsible for the behavior, actions of and damages (if any) caused by the persons that You, Your staff or the guests invited to enter the Workspace. 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.

10. Final Provisions

10.1. This Flex Membership Agreement become effective on the date of their publication or update on the Website and supersede and cancel any earlier versions. This Flex Membership Agreement also apply to all the Members who registered on the Website prior to the effective date of current Flex Membership Agreement.

10.2. Any and all communication to D Block within the scope of this Flex Membership Agreement and Our Terms and Conditions shall be carried out in writing by using CONTACT US page of this Website.

1. Electronic Notification: In case if this Flex Membership Agreement, Our Terms and Conditions and its House Rules make reference to electronic notification, such notification shall be served in any following forms at D Block’s preference: (i) sent to Your e-mail addresses provided to Us, when registering on this Website; or (ii) uploaded on Your portal on Our Website;
2. Written notification - written notification implies notification served in any following forms at D Block’s preference: (i) mail (actual handover) on actual address at D Block premises of the Member handed over to the person, whose name and surname is duly written down on the receipt notice; or (ii) publication/sticking up respective notice for the Members on the notice board at D Block premises.

10.3. This Flex Membership Agreement is subject to Our Terms and Conditions published on Our Website and constitutes their integral part. In the event of any discrepancies between Our Terms and Conditions and this Flex Membership Agreement, the terms stipulated in Our Terms and Conditions shall prevail, unless otherwise or explicitely stipulated in this Flex Membership Agreement.

10.4. We may from time to time update, amend or supplement this Flex Membership Agreement, Our Terms and Conditions, its House Rules, Privacy Policy and Our other policies (if any) and We may notify you regarding such updates, amendments or supplements electronically or in writing, but we shall not be held liable for failing to do so. We recommend that you periodically check and review our latest updates made in Our Terms and Conditions, this Flex Membership Agreement, Privacy Policy , House Rules and other policies (if any).

10.5. Any notification, document, invoice, or any other sort of information in relation to Your use of this Flex Membership Plan and/or Additional Paid Services that We may send You electronically, has legally binding force.

10.6. This Flex Membership Agreement is subject to applicable laws of Georgia.

10.7. In the event of any claim, request, inquiry or feedback, please CONTACT US.

10.8. In the event of any dispute arising out of or in connection with this Flex Membership Agreement, 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 working at the D Block 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.

Moderation Is Key

We provide costless amenities at the D Block Workspaces to help you work more efficiently. While you are welcome to use these amenities, please be considerate of others and use them in moderation so that everyone can benefit from them equally.

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.

With Nature in Mind

Consider the impact of paper usage and try to use digital alternatives whenever possible. Remember to switch all the lights and electronics off before you leave.

Helping Each Other Grow

We work hard to improve each day. Please let our staff know if you notice any issues or have suggestions for improvement. We appreciate your help and feedback.