Terms and conditions

Updates on: February 15, 2024

These Terms and Conditions together with:

1) House Rules;

2) Privacy Policy;

3) Guest Terms and Conditions;

4) Meeting Room Terms and Conditions

5) Description and commercial terms of particular Membership Plan, Product and Additional Paid Services (defined below), as purchased by the Customer through the Portal;

6) Individual Membership Agreement (if executed with the Member).

represent single binding agreement executed between Us and the Customer.

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”).

1. Definitions (list is not provided in alphabetic order and is structured for the purpose of easing perception for the reader):

• Website – Our website (www.dblock.com) designated for general use by the third parties for allowing them to get acquainted with detailed information on Our Products, Plans and Additional Paid Services;

• Portal - Our Member’s, Contact’s or their Personnel’s portal integrated into Our Website, which is activated by registering / signing in and where Our Members and Contacts may create and manage their unique accounts, get access to more detailed information on Our Workspace, Membership Plans, Products and Additional Paid Services offered by Us to the Customers, purchase them, process payments, make reservations and bookings, invite Guests, communicate with other Members by making their personal profile visible to other Members and/or Contacts, 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. Personnel of Our Members and/or Contacts also have access to the Portal, when registering and signing in, with similar, but not identical functionalities as listed above;

• Member(s) - all persons (legal entities or individuals), who: (i) use Our Workspace by purchasing Our Membership Plan(s); and (ii) register their profile on Our Website and create Member’s Account on the Portal.

• Contact(s) - all persons (legal entities or individuals), who (i) use Our Workspace by purchasing Our Product (“D-Pass”); and (ii) register their profile on Our Website and creating Contact’s Account on the Portal;

• Product(s) – as of this date, the D-Pass Product which is valid for the Contact’s use for 1 (one) calendar day upon its purchase, expiring on 12 a.m. of the same date of purchase. Description, pricing and amenities of this Product are provided on this Website;

• Membership Plan(s) or Plan(s) – as of this date, BOX and FLEX Membership Plans. Descriptions, pricing, payment, termination and cancellation terms, amenities and other specific details for the Membership Plans are provided on this Website. D Block may change (add/extract/correct/rename) Membership Plans for any given period of time and in case of such change respective description of particular Plan, its pricing, payment, termination and cancellation terms, amenities and other details will be provided on the Website and will be part of these Terms and Conditions upon their purchase by the Customer. Accordingly, by purchasing particular Plan, respective terms of this particular Plan will be applicable in relation with this particular Member;

• Additional Paid Services – (a) Meeting Rooms; (b) Podcast Booth; (c) Screening Rooms; (d) Lockers and (e) Printers. Meeting Rooms, Paid Lockers, Podcast Booth and Screening Booth services are accessible and available only for Our Members and their Personnels’ use. Meeting Rooms shall also be accessible to Our Contacts upon Our confirmation of such Contact’s request to book the respective Meeting Room (with or without catering services) sent through Our Website. In such an event, the respective Meeting Room Terms and Conditions shall apply.

In order particular Personnel of Our Member to use Additional Paid Services, such Additional Paid Services should be purchased by authorized representative of the Member (legal entity). Otherwise, such Personnel will not be entitled to purchase Additional Paid Services individually, on their own or the Member’s behalf.

Descriptions, pricing, payment and termination and cancellation terms of Additional Paid Services are provided on our Website.

Additional Notice regarding the Lockers. D BLOCK provides two types of Lockers at its Workspaces for the Customers’ use: 1) Lockers inclusive in the Membership Plan’s or Product’s fee, which is accessible to the Customers’ use on a “first come first serve” basis and the Customers can use their own padlocks to access them. Once the validity term of the respective Membership Plan or the Product expires, the Customer will be required to empty the Locker immediately. If such Locker is not emptied within 7 (seven) calendar days upon the expiration date, D BLOCK reserves the right to access such Locker and relocate the Customer’s belongings from such Locker to its Lost and Found storage room for the duration and in accordance with the terms stipulated under “Lost and Found” clause of Article 4 of these Terms and Conditions; and 2) Paid Lockers are available for the Members’ use only for 1 (one) month upon their purchase and can be purchased at D BLOCK reception. If the validity term of the respective Membership Plan expires before the validity term of the Lockers usage, the Member will be assisted by the D BLOCK personnel in order to gain access to its Locker. Once the validity term of such Lockers usage expires, the Customer will be required to empty the Locker immediately. If such Locker is not emptied within 7 (seven) calendar days upon the expiration date by the Member, D BLOCK reserves the right to access such Locker and relocate the Customer’s belongings from such Locker to its Lost and Found storage room for the duration and in accordance with the terms stipulated under “Lost and Found” clause of Article 4 of these Terms and Conditions.

Additional Notice regarding the Printers. The Customer is entitled to use the Printers located at D Block Workspaces with the following types of credits: 1) 10 complimentary printing credits granted monthly only to D Block Members, contingent upon the validity of their Membership Plans; and 2) paid printing credits which are available for purchase by all types of D Block Customers and are valid for 1-month term upon their purchase. The Customers are unable to use the unspent credits in the following months. If the validity term of the respective Membership Plan or the Product expires before the validity term of the Printers usage, the Member will be assisted by the D BLOCK personnel to use the Printers.

• Customer – legal entity or individual of respective legal age (18 years), with legal capacity to be bound by these Terms and Conditions, who has purchased our Plans, Products or Additional Paid Services, activated its Account on the Portal and represents either Member or Contact for D Block respectively;

• Account – Member’s or Contact’s unique profile on the Portal.

It is further stated, that the Personnel of Our Members or Contacts may also create Account on the Portal with respective limited functionality and information as designated in relation with the Personnel. However, only the designated individual from the Personnel (the “Administrator”) is allowed to manage the Member’s profile, receive respective invoices from D BLOCK, process payments, make reservations and bookings of the Additional Paid Services on behalf of the Member and have access to any financial, legal and operational information/document in relation to the Member’s use of respective Membership Plans, Products and Additional Paid Services;

• Workspace - Our entire spaces, including workspace allocated for the Customers, i.e. any space within Our premises, where We supply Our Membership Plans, Products and Additional Paid Services;

• Personnel – individuals of a legal age and respective legal capacity, who use Our Workspace on Our Member’s or Contact’s behalf. Such persons are referred to as the Personnel, irrespective of specific contractual relationship between the Member / the Contact and such individual;

• Guest / Visitor - person(s) visiting (temporarily accessing) the Member’s Workspace located at Our premises for any given period of time.

2. Additional Notice regarding the Portal: Considering that the Portal integrated into the Website is provided by the third party licensor, WE EXPRESSLY DISCLAIM 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 PORTAL, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF ITS PROPER FUNCIONALITY, 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.

3. The Customer’s Representations and Warranties:

By registering on the Portal and accepting these Terms and Conditions together with its integral parts, listed herein above, the Customer represents and warrants that:

• In case of a legal entity – that it has all due authority to represent such legal entity and to act on its behalf;

• In case of an individual – that it has reached or is above the legal age (18 years), has respective legal capacity and discloses only its own data and personal information (not the data/personal information of of other individual), when registering on the Portal;

• The Customer will be responsible for: (a) providing accurate data about the registered Customer; (b) ensuring to represent a duly authorized person acting on behalf of a legal entity or an individual; (c) ensuring that their Personnel, who will be using Our Membership Plans, Products and Additional Paid Services on behalf of the Customer, are duly acquainted with and bound by these Terms and Conditions, Privacy Policy and their integral parts thereof, listed herein above, and have consented to them in a due form and manner, as required under the laws of Georgia; (d) ensuring that its use of Our Workspace serves a legitimate and lawful purpose and the activities the Customer or any of its Personnel pursues, represent ethical business that does not entail reputational and/or material damages for Us;

• The Customer’s (including, but not limited to the activities of its Personnel, agents, representatives, officers, director(s)) activities do not contradict with applicable laws of Georgia, and the Customer has obtained all relevant consents/permits/licenses/authorizations for conducting such activities, if such activity is subject to any consent/licensing/authorization on the territory of Georgia;

• The Customer and/or its Personnel will at all times respect and comply with applicable intellectual property laws of Georgia and will not unlawfully use, copy, process or publish any logo, tradename, trademark, digital image, graphic, patents, design and information that belongs to D BLOCK or is in its lawful possession, including but not limited to any logo, tradename, trademark, digital image, graphic, patents, design and information published on the Website and integrated into the Portal;

• The Customer and/or its Personnel will not obtain information on or use other Customers’ Account;

• The Customer and/or its Personnel will not carry out any action targeted at disrupting activities of D BLOCK and/or other Customers, including but not limited to functioning the Website and/or Portal and interfering with regular operational process of D BLOCK and/or other Customers;

• The Customer and/or its Personnel will not provide any misleading information or data;

• Throughout the validity term of the respective Membership Plan, the Customer using such Membership Plan, any entity or individual carrying out any payment on its behalf, Customer’s officer(s), director(s), employees, agents, representatives, direct and/or indirect owner(s) are not listed in the Sanctioned Persons List, do not act on behalf of and/or with the mandate of the Sanctioned Person and/or are not owned directly and/or indirectly by the Sanctioned Person (“Sanctioned Person” being defined as any individual, entity, or government subject to economic or trade sanctions as defined by applicable laws and regulations, including, but not limited to, sanctions administered by the United Nations, the United States, the European Union, the United Kingdom and other relevant jurisdiction).

• Customer, their Personnel and/or their Guests will at all times comply with these Terms and Conditions, House Rules, Privacy Policy and/or Membership Agreement (if executed).

IN CASE IF ANY OF THE REPRESENTATIONS AND WARRANTIES MADE ABOVE BY THE CUSTOMER IS VIOLATED, IS INACCURATE, FRAUDELENT OR MISGUIDING, WE RESERVE THE RIGHT TO SUSPEND SUCH CUSTOMER’S AND/OR ITS PERSONNEL’S (IF ANY) ACCESS TO OUR WORKSPACE WITHOUT REFUNDING THE FEES PAID BY SUCH CUSTOMER. WE FURTHER RETAIN THE RIGHT TO REQUEST COMPENSATION OF DAMAGES (ANY DIRECT, INDIRECT, MATERIAL, INTANGIBLE, CONSEQUENTIAL DAMAGES, INCLUDING BUT NOT LIMITED TO LITIGATION FEES AND ATTORNEY COSTS) CAUSED BY SUCH BREACH OR MISREPRESENTATION).

4. Terms for the Use of Our Workspace

• Technical Devices. Within the scope of its activities, the Customer may require 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 Customers. If ascertained, that the technical devices and equipment that the Customer places in the Workspace, require high or particularly high consumption of electricity and internet resources, D BLOCK and the Customer will additionally agree on the terms related to their use within Our Workspace. In addition, the Customer is solely responsible for the technical equipment installed/placed in the Workspace and for ensuring that they do not pose any health-related risks to Us, our other Customers, their Personnel, Guests and/or any other third party.

• Compliance. The Customer at all times ensures and remains responsible for the strict compliance of the House Rules attached to these Terms and Conditions and warning signs and rules of conduct displayed at Our Workspace (if any) (“Displayed Rules”). House Rules and Displayed Rules should also be respected and complied with by any individual (i.e. Customer’s Personnel and Guests) who access Our Workspace on Customer’s behalf. The Customer undertakes to ensure that their Personnel / Guests are duly acquainted with these Terms and Conditions, House Rules, Displayed Rules and Privacy Policy. The Customer warrants to obtain respective written confirmation/consent from the Personnel and Guests, if and when required under applicable law of Georgia.

• Conduct. The Customers, and/or their Personnel should conduct their work process in such a manner that does not interfere with continuous and comfortable use of the Workspace by other Customers. Use of the Workspace should not create health risks, life-threatening and/or disruptive environment in Our Workspace. The Customers and/or their Personnel/Guest(s) shall be fully and jointly responsible for any direct or indirect, material or intangible damages caused to Us as a result of their misconduct and/or non-compliance with these Terms and Conditions, Our House Rules and Displayed Rules.

D BLOCK RETAINS THE RIGHT TO HOLD THE BREACHING PARTY RESPONSIBLE FOR ANY DIRECT OR INDIRECT, MATERIAL OR INTANGIBLE DAMAGES (INCLUDING, BUT NOT LIMITED TO LITIGATION FEES AND ATTORNEY COSTS) CAUSED TO US OR OTHER CUSTOMERS. THE CUSTOMERS ARE FURTHER LIABLE VIS A VIS D BLOCK FOR THE MISCONDUCT/NON-COMPLIANCE WITH THESE TERMS AND CONDITIONS, HOUSE RULES AND/OR DISPLAYED RULES BY THEIR PERSONNEL.

THE CUSTOMER FULLY INDEMNIFIES D BLOCK AGAINST ANY DAMAGES CAUSED BY ITS PERSONNEL AND/OR GUEST, WHICH DOES NOT DEPRIVE D BLOCK THE RIGHT TO REQUEST COMPENSATION OF DAMAGES DIRECTLY FROM SUCH PERSONNEL AND/OR THE GUEST.

DEPENDING ON GRAVITY OF MISCONDUCT, D BLOCK RETAINS THE RIGHT TO RESTRICT THE BREACHING PARTY TO ACCESS THE WORKSPACE TERMPORARILY OR PERMANENTLY, WITHOUT COMPENSATING ANY FEES PAID TO US.

• Surveillance Cameras and Recordings. The Customer and their Personnel have full access and control over their Workspace and personal 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 of the entire Workspace and through Our dedicated security team. Cameras and security team work on 24/7 timespan.

The Customer and Personnel are fully and solely responsible for the safe use and storage of their and their Guests’ belongings and inventory. In the event of their loss, theft, damage and/or destruction, the Customer has 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 the Customer.

Security camera recordings are kept for at least 30 days from the date of recording.

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 surveillance 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 the Customer and/or their Personnel/Guest only on the basis of the request issued by the respective state/court authority for the purposes of further investigation of the incident. Therefore, Customer or their Personnel/Guest 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 occurrence in relation to the person's property and/or health, which does not necessarily qualify as a criminal act under the laws of Georgia.

• Lost and Found. In case if We find a lost item within the Workspace, it will be stored in Our specifically designated “Lost and Found” storage room for a period of at least 3 (three) months, but in no case longer than 1 (one) year, depending on the visual assessment of their presumable value. If the Customer and/or their Personnel/Guest lose their belongings within the Workspace area, they may seek assistance from D BLOCK reception desk to determine the whereabouts of the item in the Lost and Found storage room. We shall not be held liable if the lost belongings are not stored in Our Lost and Found room.

The Customer and/or their Personnel/Guest should at all times attend to their belongings. D BLOCK may not be held liable for their loss or damage within Our Workspace area.

We also relieve Ourselves from any liability on storage conditions in the Lost and Found storage room. Upon the expiration of the minimum storage period, as stipulated above in this clause, We may at Our sole discretion remove unattended items from Our Lost and Found storage room without any further obligations or liabilities.

We do not store food, beverages, tobacco/novel tobacco products and/or medications/medical substances in the Lost and Found room and consequently, We may not be held liable on this part.

• Fire Drill. Evacuation exits with respective signs and plans are displayed at Our Workspace (“Fire Drill”). We will immediately notify the Customer, their Personnel/Guests in the event of evacuation necessity. The Customer and its Personnel and/or Guest(s) are fully responsible for adhering to the Fire Drill procedures. We may conduct periodic Fire Drill trainings twice a year, which will be notified to the Customer in advance, in electronic form or in writing.

• Visitor's Invitation Procedure. The Member is required to invite its Visitors at the Workspace through its Portal. Such invitation should be registered on the Portal prior to the Visitor’s arrival at the Workspace.

Each member can invite up to 5 visitors per day. Visitors can be invited to the workspace for up to 2 hours. If the visitor stays longer than 2 hours, the Member must either reserve a meeting room or purchase the D Pass Product for its visitor. If the Member is not using a meeting room, the Member can only register up to 2 visitors at the same time.

The visitor must register with the receptionist before entering the workspace. Additionally, when leaving the D Block area, the visitor should visit the reception to return the badge.

If the Member fails to do so, We keep the right to decline the Visitor’s access to the Workspace or may need additional time to allow their access to the Workspace. Therefore, We relieve Ourselves from any responsibility in relation with any objections or discomfort on that part.

• House-keeping. Our house-keeping services are carried-out at 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 of furniture and interior and Our house-keeping team does not migrate Your belongings and inventory or access drawers/inside space of office furniture. If the Customer or its Personnel have to use their Workspace during the house-keeping hours, and do not wish their Workspace to be cleaned during this period, they 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.

• Utilities. 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 Our Customers 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.

• Post and Correspondence. We will be receiving Our Members’ and/or their Personnel's incoming correspondence/parcels, if they instruct Us to do so. We will not be handling outcoming correspondence or parcels, i.e. we will not be providing assistance in their sending. Assistance in allocation of incoming correspondence implies Our assistance in storing incoming parcels or correspondence for the Member or their Personnel at Our specifically designated storage room for 60 (sixty) calendar days upon its receipt. The Member / designated recipient from the Member’s Personnel 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 timeframe, We may not be held liable for their further storage and We reserve the right to 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 the Member or their Personnel in case of such removal.

We further clarify that this clause refers only to those Members and their Personnel who have purchased our Membership Plans.

We are not dealing with correspondence or parcels of Contacts (Customers of D-Pass Product), as We do not undertake the proper handling of correspondence/packages in a short time span within which D-Pass Customer remains at Our Workspace.

We shall be receiving only those correspondence or parcel that meets the following criteria in terms of sizes and weight:

Correspondence: is not subject to any specific limitation

Packages: Maximum Size - 34X32X10 cm, Maximum Weight - 3 Kilos

If correspondence or parcel fails to meet the above sizing/weighting criteria, we may not be held liable for declining their receipt. D Block Workspace is not responsible for any consequences resulting from the receipt, late receipt, or refusal to receive the package by the member.

• Electronic Keys/Access to the Workspace. In order to gain access to the Workspace, the Customer and/or its Personnel may be provided with a temporary access card by D BLOCK which is activated upon the purchase of Our Product or Membership Plans and remains valid for the entire duration of the respective Membership Plan or Product term. If the Customer continues the use of the respective Membership Plan or Product for a new term, D BLOCK ensures re-activation of the access card for such renewed term upon the purchase of the Membership Plan or the Product. The Customer and/or its Personnel have to restrain from losing, damaging and/or destructing the access card and should abstain from transferring it to any third party.

Additionally, the Customer and/or its Personnel are required to return the access card to D BLOCK upon termination of the Membership Plan or the Product in the same condition in which it was provided to the Member.

In case if the Customer (implying our Member, Contact or their Personnel) fail to return the access card after the expiration date of the Membership Plan or the Product, or if the access card is returned in a damaged, destroyed, or disassembled condition, the Customer will be charged with a PENALTY IN THE AMOUNT OF 50 (FIFTY) GEL FOR EACH CASE OF A BREACH.

The Customer and their Personnel are 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.

The Customer and their Personnel have to promptly notify Us regarding any damage, loss, theft or destruction of the access card in which case D BLOCK will block such access card and provide them with a new activated access card only upon payment of the PENALTY IN THE AMOUNT OF 50 (FIFTY) GEL FOR EACH SUCH CASE.

D BLOCK shall not be held liable or compelled to compensate for the suspension of the Customers or Personnels’ access to and use of the Workspace resulting from their failure to pay the penalty specified in this Clause. We shall not be held liable for any inconvenience caused to the Customer and/or their Personnel due to disruptive mobility or delayed access to the Workspace while their new Access Card is being prepared by Us upon payment of the penalty stipulated in this clause.

• Prohibition of Smoking and Alcoholic and other Substances within the Workspace. Smoking and alcohol consumption is prohibited indoors and is allowed only in the common areas of the premises where the Workspace is located.

VIOLATION OF THIS RULE ENTAILS THE PENALTY IN THE AMOUNT OF 500 (FIVE HUNDRED) GEL FOR EACH CASE OF BREACH, WHICH IS PAYABLE BY THE CUSTOMER. CUSTOMER IS JOINTLY LIABLE FOR THE BREACH COMMITTED BY ITS PERSONNEL AND/OR GUESTS.

If the violation is continuous or grave, We, at Our sole discretion may temporarily or permanently suspend the Customer’s access to the Workspace and/or terminate the respective Membership Agreement (if any). To avoid any ambiguity, such termination/suspension does not relieve the Customer from any outstanding obligations as of the date of termination/suspension.

• PROHIBITION OF COMMERCIAL PHOTO/VIDEO SHOOTING. Commercial photo/video shooting is strictly prohibited in the entire perimeter of Our Workspaces. In the event of detection of any commercial photo/video footage, D BLOCK IS ENTITLED TO REQUEST IMMEDIATE DELETION OF PHOTO/VIDEO FOOTAGES, BOTH FROM PERSONAL DEVICE AND/OR ANY PLATFORM OR WEBSITE. D BLOCK ALSO RETAINS THE RIGHT TO REFER TO RESPECTIVE LEGAL MEASURES, IN CASE OF NONCOMPLIANCE TO THIS PROHIBUTION.

• Repair/Maintenance Works at the Premises. We shall use all commercially reasonable efforts to maintain the premises where the Workspace is located in a secure and functional condition. For this purpose, We are entitled to carry out periodic repair and maintenance works at the premises for preventing or reducing consequences of normal wear and tear. We undertake to notify the Customers 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 the Customer and its Personnel’s work process in the Workspace for an extended period of time.

• Compliance with Safety Rules. The Customers, their Personnel and Guests have to take care of the Workspace, strictly comply 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. They have to ensure smooth operation of the Workspace without causing disruption of working process of others or damaging health and safety of other Customers and/or their Personnel, or any person present in the premises where the Workspace is located.

5. Payments

• Any and all payments (fees) for the Membership Plans, Products and Additional Paid Services will be made in advance, on the basis of the respective invoice issued by Us. Commercial terms, pricing and settlement procedures may also be prescribed in the specific Membership Agreement executed with particular Members. The following general settlement principles apply to Our Membership Plans and Products:

(a) D Pass Product is subject to daily fee, which is accrued in advance and upon its payment the Contact shall have a one-time access to the Workspace for a validity term of D Pass Product (for detailed information on the validity term of D Pass Product, please, refer to the “Product(s)” definition herein above). Therefore, by paying D Pass fee, the Customer becomes eligible to use the Workspace for such validity term or less, at its own discretion, commencing on the date of purchase;

(b) Flex Membership Plan is subject to monthly fee, which is accrued in advance and upon its payment Member/Member’s Personnel 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;

(c) Box Membership Plan is subject to monthly fee, which is accrued in advance and upon its payment Member/Member’s Personnel shall have access to the Workspace for the duration specifically stipulated in the respective Box Membership Agreement;

(d) any other Plan or Product that may from time to time be introduced by D BLOCK shall be subject to respective fee and usage term, as announced in respective Plan or Product terms uploaded on Our Website.

These terms set out general payment terms, unless provided otherwise in specific Product or Membership Plan and/or Membership Agreement. If no specific provision on payment terms are provided therein, these general provisions will apply.

• Any and all payments shall be processed in the form of wireless transfer and the Customer will be solely responsible for the payment of any fees/costs associated with wireless transfers/bank charges.

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

• Payments made within the framework of these Terms and Conditions and/or specific Membership Agreements are not refundable, unless otherwise stipulated in the respective Membership Agreement.

• We reserve the right to UNILATERALLY AMEND, i.e. FURTHER INCREASE OR DECREASE FEES for Membership Plans, Products and Additional Paid Services at our sole discretion upon prior written notice served reasonably in advance, unless otherwise stipulated in the specific Membership Agreement.

• Customers represent and warrant that they will not make payment or shall not instruct any other third party to make payment on their behalf, if such payment is directly or indirectly carried out through the Sanctioned Persons (“Sanctioned Persons” being defined as persons (legal entities or individuals) included in the list of Sanctions Persons (“Sanctioned Person” being defined as any individual, entity, or government subject to economic or trade sanctions as defined by applicable laws and regulations, including, but not limited to, sanctions administered by the United Nations, the United States, the European Union, the United Kingdom and other relevant jurisdiction).

6. Termination and Cancellation

• D-Pass Product is not subject to cancellation by the Contact upon its purchase.

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

• Validity term and termination and cancellation rules of Box Membership Plan are stipulated in the respective Membership Agreement individually concluded between Us and the Member.

• Termination or cancellation of any of the Membership Plans does not result in the automatic termination of these Terms and Conditions. The following sections and clauses shall survive termination: Section 4 – Confidentiality, Section 3 – Customers Representation, clauses pertaining to compensation of damages or payment of penalty (if any) and/or any other sections and clauses, laid down in these Terms and Conditions and/or respective Membership Agreement(s) that by their nature and content are subject to survival upon expiration or premature termination of such Membership Agreement(s);

• As noted in these Terms and Conditions, We may temporarily or permanently suspend/terminate the Customer’s or their particular Personnel’s/Guest’s access to Our Workspace, in case of material breach of these Terms and Conditions, House Rules and/or Membership Agreement. If such suspension/termination occurs, the fee paid by the Customer in advance, shall serve as compensation for breaching contractual obligation and We retain the right to keep the fee without any further refund. To avoid any ambiguity, it is further stated that if the damage inflicted to Us is estimated at a higher amount than the fee paid by the Customer in advance, We retain the right to seek compensation for such damages.

• We may terminate respective Membership Agreement or temporarily suspend the Customer’s/Personnel’s access to the Workspace without any obligations or liabilities from our side, if due to the objective reason beyond Our control which may or may not qualify as a force majeure event, We are not able to provide Our Workspace for their use for a certain period of time.

• The Customer/their Personnel are required to have the Workspace fully vacated by the termination / expiration date of Your Membership Plan or Product. If they fail to do so, We are allowed to remove their inventory and belongings from the Workspace and move them to Our storage space and keep there for 7 (seven) calendar days. If these items are not attended by the Customer or their Personnel during these 7 (seven) calendar days period, We shall not be held liable for their further storage conditions and/or any losses/damages of such items upon the expiration date of this term.

• Termination of the Membership Agreement on any grounds does not relieve the Customer or their Personnel 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.

7. Confidentiality

• Any information containing personal and identifiable data related to Customers, 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)/Contacts, 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)/Contacts and/or any information to which the Customers or their Personnel may get direct or indirect access in the scope of their relationship with D BLOCK, shall be deemed as confidential and its disclosure may have a negative impact on Us, Our affiliates and/or Our Customers ("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. Customers and their Personnel 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.

• Obligations laid down herein shall survive termination of the Customer’s contractual relation with D BLOCK. The Customer has 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 they would have taken for the protection of their own confidential information. If the Customer is a legal entity, they shall disclose Confidential Information only to the extent of necessity and only to those Personnel, who need to have access to such information for specific purposes of adherence to contractual obligations set forth herein or in the respective Membership Agreement. Such persons have to be bound by the same degree of confidentiality obligations. The Customer 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, The Customer undertakes to indemnify Us against any direct or indirect damages caused due to the unauthorized disclosure of the Confidential Information.

• The Customer has to destroy any Confidential Information delivered/disclosed to them in a tangible form or electronically or return it to Us immediately upon the termination of Our relationship/respective Membership Agreement or upon Our written request. Confidential Information delivered in the tangible form includes any copies and all recordings.

8. Data Protection Policy

We collect, process, transfer and secure personal data about Our Customers, their Personnel and/or their Guests in compliance with Our Privacy Policy and all applicable data protection laws.

9. Website Terms of Use and Intellectual property

• By using, creating Account, registering as a Member or as a Contact on our Website, the Customer will be granted, a non-exclusive, worldwide, non-sublicensable and non-transferrable right to use the Website for the purposes of its designation.

• 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.

• By registering as the Member or the Contact on the Portal and/or creating the Account respective personal profile of the Account is publicly visible to other Members and Contacts of D BLOCK on the Portal and Account holders will be provided with the functionality to virtually get acquainted and communicate with each other. If they do not wish others to view their personal profile on the Portal, they may hide it by using the corresponding functionality provided on the Portal.

• Account holders on the Portal acknowledge and agree that they are solely responsible for any actions carried out, information exchanged and communication established with other Customers of D BLOCK through this Portal. Account holders hereby release Us from liability of any kind for any loss, damage, security and/or confidentiality infringement or harm sustained as a result of using the Account and they hereby agree to be solely responsible for any such loss, infringement, damage, or harm caused either to them or other Account holders.

• 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 the sole property of D BLOCK or are in its lawful possession.

• Customers / Account holders 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 the 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 or any copyright materials and intellectual property objects integrated and made publicly accessible on the Website for the Customer’s own or any other third-party’s commercial benefit; (v) use the Website for any other purposes and in any other form except for the primary purpose of its usage

10. WI-FI Terms of Use

• We make wireless network service available and accessible for Our Members, Contacts, their Personnel and Guests 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 the Customer’s own risk. The Customers are responsible for ensuring to run up-to-date anti-virus software on respective devices.

• We are not liable for any damage, undesired resource usage, or detrimental effects that may be inflicted to or experienced by the Customer’s device and/or software when such device is connected to the wireless network available at Our workspaces. The Customers at Our Workspace 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. We relieve Ourselves from liability for any loss, damage, security infringement, or injury which the Customer may sustain as a result of using wireless network and such Customer is solely responsible for any such loss, infringement, damage.

• The Customer’s and/or its Personnel’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 The Customers and their Personnel / Guests at our Workspace are also prohibited from accessing Our and/or other Customers' and their Personnel’s / Guests’ /third-parties computers, Account, files or data without respective written consent. We may block, suspend or terminate the Customer’s and/or its Personnel’s / Guest’s access to the wireless network service, if We discover such activity or attempt on their part.

• If the Customer and/or its Personnel / Guest breach any of the obligations and restrictions stipulated in this section, We retain the right to temporarily or permanently suspend, terminate or cancel such Customer’s and/or its Personnel’s / Guest’s access to the Workspace.

11. Liability and Indemnification

• D BLOCK WILL NOT BE LIABLE TO THE CUSTOMER (NOR TO ANY OF THEIR PERSONNEL OR GUESTS OR ANY OTHER PERSON CLAIMING RIGHTS DERIVED FROM THE CUSTOMER’S 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 THE MEMBERSHIP AGREEMENT, PRIVACY POLICY, HOUSE RULES OR THESE TERMS AND CONDITIONS, 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 APPLICABLE LAWS OF GEORGIA TO EXCLUDE LIABILITY.

• 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 THE MEMBERSHIP PLANS, PRODUCTS, ADDITIONAL PAID SERVICES AND ITS 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.

• To the extent permitted by applicable law, the Customer indemnifies 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 Terms and Conditions, House Rules, Privacy Policy, Membership Agreement, obligations, restrictions, representations and warranties stipulated herein by the Customer, its Personnel or 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. Customers and/or their Personnel are responsible for the behavior, actions of and damages (if any) caused by the persons that they invited to enter the Workspace. Customers or their Personnel will not make any settlement that requires materially adverse act or admission by D BLOCK or imposes any obligation upon D BLOCK unless they have first obtained Our written consent. D BLOCK will not be held liable for any obligations arising out of a settlement made without its prior written consent.

Final Provisions

• These Terms and Conditions become effective on the date of their publication or update on the Website and supersede and cancel any earlier versions. These Terms and Conditions also apply to all the Members / Contacts registered on the Portal prior to the effective date of current Terms and Conditions.

• Any and all communication to D BLOCK within the scope of these Terms and Conditions will be carried out in writing by using CONTACT US page of this Website.

(a) Electronic Notification: In case if these Terms and Conditions, House Rules or Membership Agreement make reference to electronic notification, such notification will be served in any following forms at D BLOCK’s preference: (i) sent to the Customer’s e-mail addresses provided to Us, when registering on this Website; or (ii) uploaded on the Account on the Portal;

(b) Written notification - written notification implies notification served in any following forms at D BLOCK’s preference: (i) mail (actual handover) to the Customer or their Personnel on actual address within D BLOCK premises with indication of addressee; or (ii) publication/sticking up respective notice for the Customers and/or their Personnel on the notice board at D BLOCK premises.

• Our Membership Agreements, House Rules, Privacy Policy and any other policies and rules that We may periodically publish on this Website constitute integral parts of these Terms and Conditions. In the event of any discrepancies between these Terms and Conditions and the Membership Agreements, Membership Agreement shall pravail, unless otherwise explicitely stipulated under the respective Membership Agreement.

• We may from time to time update, amend or supplement these Terms and Conditions, Membership Agreements, Privacy Policy, House Rules and Our other policies (if any) and We may provide respective notification 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 the Customers and their Personnel periodically to check and review Our latest updates made in these Terms and Conditions, Membership Agreements, Privacy Policy, House Rules and other policies (if any).

• These Terms and Conditions are subject to applicable laws of Georgia.

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

• In the event of any dispute arising out of or in connection with these Terms and Conditions, We shall use all reasonable endeavors to resolve any such dispute by means of negotiation and mutual agreement. If Wee fail to reach a mutually beneficial agreement, any such dispute shall be submitted to the common courts of Georgia (unless alternative dispute resolution body is provided in the Membership Agreement, in which case, the dispute resolution clause of Membership Agreement will prevail).

ANNEX 1

House Rules at The D Block (these rules apply to all Customers of D BLOCK, their Personnel and/or their Guests, therefore “You” implies anyone using/accessing our Workspace at any given period of time)

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 personnel 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 personnel know if you notice any issues or have suggestions for improvement. We appreciate your help and feedback.