Terms and conditions

Published on: August 01, 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”).

Our Website: This Website, which is designated for general use by the third parties for allowing them to get acquainted with Our Products, Plans and Additional Paid Services. References to the “Website” in these Terms and Conditions also refer to the Member’s Portal or the “Portal” integrated into the Website, where Our Members and Contacts can create and manage user’s profile (the “Member’s Portal” or the “Portal”), get access to more detailed information on Our Workspace, Membership Plans, Products and Additional Paid Services offered by Us at Our Workspaces, 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 by making their personal profile visible to 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.

It is clearly stated, that Personnel of Our Members or Contacts may also create user’s profile on the Portal on Our Website. However, only the Member or a designated individual from a Member’s Personnel (the “Administrator”) can 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 the respective Membership Plans, Products and Additional Paid Services.

Considering that the Member’s Portal integrated into the Website is provided by the respective 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 MEMBER’S 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. By creating the Member’s Portal, you additionally agree to bound by any terms and conditions, terms of use and privacy policies established by the respective licensor for the use of the Member’s Portal and we exclude any liabilities or obligations of the licensor related to, arising from or in connection with such terms and policies.

Who You Are. References to the “Member”, “Contact” “You” or “Your” and similar words in these Terms and Conditions refer to the entity or individual purchasing D Block Membership Plans, Products and Additional Paid Services. Legal entity purchasing D Block Membership Plans or Products for their subsequent use by the entity’s Personnel and/or visitors, as well as individual purchasing D Block Membership Plans or Products for her/his own use are required to register Member’s or Contact’s unique profile on the Website/portal of D Block andagree to be bound by these Terms and Conditions, Privacy Policy , House Rules and respective Membership Agreements (if the latter is executed).

Reference to “You”, “Your” in these Terms and Conditions, House Rules or Privacy Policy also implies those individuals, who represent Our Member’s or Contact’s Personnel. Those clauses that are inapplicable to such Personnel shall clearly make reference on such inapplicability. Otherwise, You inter alia implies Personnel of Our Member or Contact, who are using Our Workspace.

If You are accepting these Terms and Conditions 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 these Terms and Conditions. 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 a 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 personnel (in cases of legal entity) or individuals (in cases, when You fill in the data on behalf of individual) are duly acquainted with these Terms and Conditions, House Rules and Privacy Policy and abide to adhere to their compliance. In addition, by agreeing to these Terms and Conditions, You are confirming that You and Your personnel are using Our Membership Plans, Products and 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.

If the data that You have provided to Us turns out to be inaccurate, fraudulent or misguiding, We reserve the right to reject Your access to the Workspace without refunding any fees paid by You. Members. References to the “Member(s)” in singular or plural in these Terms and Conditions refer to all persons (legal entities or individuals), who: (i) use Our Workspace by purchasing Our Membership Plan(s) (“BOX” and “FLEX” Membership Plans) and (ii) register their profile on Our Website, thus creating User’s Profile there. All such persons abide to these Terms and Conditions, its House Rules, Privacy Policy and/or Membership Agreement.

Contacts. References to the “Contact(s)” in singular or plural in these Terms and Conditions refer to all persons (legal entities or individuals), who (i) use Our Workspace by purchasing Our Product (“D-Pass”) and (ii) register their profile on Our Portal / Website, thus creating unique profile of Workspace user. All such persons abide to these Terms and Conditions, its House Rules and Privacy Policy.

Your Personnel and Your Guests. References to the Personnel or Your Personnel in these Terms and Conditions refer to the persons, who use Our Workspace on Your behalf or through You on the basis of respective contract (irrespective of type of such contractual relationship, whether employment, service, commissioning, agency agreement and etc.) executed between 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 Personnel and/or Guests and are using the Workspace solely on Your own, respective provision/clause of these Terms and Conditions and/or House Rules shall apply solely to You and the reference to the Personnel and/or Guests is inapplicable in Your case, unless You hire/contract such Personnel for any given period of time and/or invite Guests at the Workspace for any given period of time.

Documents Executed for the Purposes of Membership. In order to enable You to use Our Workspace, the following steps are taken: (i) User’s Profile is activated on Our Website by You; (ii) You receive these Terms and Conditions, House Rules and Privacy Policy on the electronic e-mail address provided to Us and agree to them. In addition, Membership Agreement may be executed between Us and particular Member, in case if Our cooperation requires additional terms to be specified in the Agreement. References to the “Membership Agreements” in these Terms and Conditions refer to FLEX Membership Agreement and BOX Membership Agreement which both establish specific and individual terms for the use of FLEX Membership Plan and BOX Membership Plan and which represent integral parts of these Terms and Conditions. Documents Executed in relation with the Contact. Documents executed in relation with the Contact (i.e. entity or individual purchasing Our Products), are the following: (i) User’s Profile is activated on Our Website by You; (ii) You receive these Terms and Conditions, House Rules and Privacy Policy on the electronic e-mail address provided to Us and agree to them.

What Membership Plans We Offer. References to the “Membership Plans” in these Terms and Conditions refer to 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. When purchasing them through User’s Profile, You receive respective links of these Terms and Conditions, Privacy Policy, House Rules and Membership Agreement (if any) and agree to be bound by those terms as well. Becoming a Flex or Box Membership Plan Member is contingent upon Our confirmation of Your respective request submitted to Us though this Website. We will notify You if Your request to join Flex or Box Membership Plan is approved by Us.

What Products We Offer. References to the “Products” in these Terms and Conditions refer to the D-Pass Product which is accessible for the Contact’s use for 24 hours upon its purchase. Description, pricing and amenities of this Product are provided on this Website. When purchasing it, You receive respective links of these Terms and Conditions, Privacy Policy and House Rules and agree to be bound by those terms as well. Purchase of the Product is subject to space availability at Our Workspace. 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 You cannot purchase Our Products at any given period of time.

Workspace. References to the “Workspace” in these Terms and Conditions refer to Our entire spaces, including Your workspace and workspaces of other Members and Contacts. If certain provision in these Terms and Conditions 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 these Terms and Conditions refer to the following:

• Meeting Rooms;
• Podcast Booth;
• Screening Rooms

The Additional Paid Services are accessible and available only for Our Member’s use. In order particular Personnel of Our Member to receive Additional Paid Services, such Additional Paid Services should be purchased by respective legal entity, whose Personnel they represent. Otherwise, such Personnel shall not be entitled to purchase such Additional Paid Services individually, on its own or the Member’s behalf. 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.

1. General Terms for the Use of Our Workspace

1.1. By purchasing Our Membership Plans and/or Products, You automatically become Our Member or Our Contact. Respectively, You and/or Your Personnel shall have full access to the Workspace designated for the purchased Membership Plan or Product in accordance with the terms and for the duration specified for each such Membership Plan or Product, without prejudice to these Terms and Conditions.

1.2. Membership Plans, Products and Additional Paid Services usage terms (including commercial and/or non-commercial terms), respective amenities and packages are indicated in the description of particular Product or Plan that You purchase on Our Website. Hence, those terms represent integral part of these Terms and Conditions as well.

1.3. 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, Contacts and/or any third party.

1.4. Compliance. These Terms and Conditions, Privacy Policy, House Rules represent one joint bundle of Rules for all of our Members/Contacts and their Personnel and We require their proper compliance.

1.4.1. You shall ensure and shall be responsible for the strict compliance of the House Rules attached to this Terms and Conditions and warning signs and rules of conduct displayed at Our Workspace (“Displayed Rules”). These House Rules and rules of conduct should also be respected and complied by any individuals (i.e. Your Personnel, Guests, and other third parties) who access Our Workspace on Your behalf. If You have such Personnel and/or Guests, You shall be responsible for them to get acquainted with these House Rules and/or Privacy Policy and obtaining (written) consent on abiding to them (if such written consent is required under applicable laws). To avoid any ambiguity, by accepting these Terms and Conditions, Your Personnel Guestare automatically bound by them and We shall be allowed to request proper compliance of the House Rules by such individuals. Your Guests shall be required to adhere to the Guests’ Terms and Conditions published here .

1.4.2. Without prejudice to the House Rules, You and/or Your Personnel clearly undertake to respect work environment and operational process of other Members / Contacts 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 Personnel/Guests should not create health risks, life-threatening and/or disruptive environment in Our Workspace. You and/or Your Personnel/Guest(s) shall be fully and jointly responsible for any direct or indirect, material or intangible damages caused to Us or other Members / Contacts as a result of Your, Your Personnel or Guests’ misconduct and/or non-compliance with these Terms and Conditions, Our House Rules and Displayed Rules.

If You are Personnel of Our Member/Contact, we retain the right to hold you responsible for any direct or indirect, material or intangible damages caused to Us or other Members / Contacts as a result of Your actions/conduct and/or non-compliance with these Terms and Conditions, House Rules and/or Displayed Rules.

If such misconduct/non-compliance occurs, You (implying jointly, particular Member/Contact and/or Personnel/Guest(s)) 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 Personnel/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.

1.5. Surveillance Cameras and Recordings. 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 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. The same rights and responsibilities laid down in this paragraph apply to the Member’s/Contact’s Personnel.

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

You and/or Your Personnel 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 and/or Your 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, You or Your 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.

1.6. Lost and Found. In case if We find a lost item or inventory within the Workspace, it shall be retained 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, contingent upon its assessed value. If You and/or Your Personnel/Guest lose Your belongings within the Workspace area, You 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 Your lost belongings are not stored in Our Lost and Found room. We shall

You and/or Your Personnel/Guest should attend to Your belongins and We shall not be held responsible for their loss or damage within Our Worskpace area.

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

1.7. Evacuation exits with respective signs and plans are displayed at Our Workspace (“Fire Drill”). We will immediately notify You, Your Personnel/Guests in the event of evacuation necessity. You are fully responsible for adhering to the Fire Drill procedures and ensuring that Your Personnel 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.

1.8. You have to invite Your Guests at Your Workspace by using User’s Profile on our Website. Such invitation should be activated on the Website 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.

1.9. House-keeping. 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 Personnel 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.

1.10. 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 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.

1.11. Post and Correspondence. We will be receiving Your and/or Your Personnel'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 be providing assistance in their sending. Assistance in allocation of incoming correspondence implies Our assistance in storing incoming parcels or correspondence for You or Your Personnel at Our specifically designated storage room for 60 (sixty) days upon its receipt. You / designated recipient from Your 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 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 Personnel 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' Personnel), who have purchased Our Membership Plans (i.e. Box membership and Flex membership).

We will not be receiving correspondence or parcels of Contacts, who are customers of Our Product (D-Pass Product), as we do not assume liability for proper handling of correspondence/packages in a 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 the above sizing/weighting standards, we may not be held liable for refusing to receive them.

1.12. In order to gain access to the Workspace, You and/or Your Personnelare provided with a temporary access card by D Block which is activated upon purchase of Our Product or Plan and remains valid for the entire duration of the respective Membership Plan or Product term. If You continue to use respective Membership Plan or Product for a new term, D Block will ensure re-activation of the access card for such renewed term upon respective purchase of Membership Plan or Product. You have to ensure to avoid causing any harm, damage, destruction of the card and should abstain from transferring it to any third party.

Additionally, You 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 You (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, You will be charged with a PENALTY IN THE AMOUNT OF 50 (FIFTY) GEL FOR EACH CASE OF A BREACH.

You 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.

You (implying our Member, Contact or 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 You with a new activated access card only upon payment of the PENALTY IN THE AMOUNT OF 50 (FIFTY) GEL FOR EACH CASE OF A BREACH. D Block shall not be held liable or compelled to compensate You for the suspension of Your access to and use of the Workspace resulting from Your failure to pay the penalty specified in this Clause. We shall not be held liable for any inconvenience caused to You due to improper mobility within or delayed access to the Workspace while Your new Access Card is being prepared by Us upon Your payment of the penalty stipulated under this clause.

1.13. No smoking and/or use of any type of drug or alcohol substance is permitted in the Workspace and in the entire spaces and common areas of the premises where the Workspace is located. If You or any of Your personnel members or guests fail to comply with the restrictions stipulated under this clause, We reserve the right to impose you a penalty in the amount of 500 (five hundred) GEL for each case of breach and to seek compensation for any damages (including but not limited to the penalties/fines paid by D Block) incurred due to Your, Your Peronnel member or guest’s disobedience to the restrictions stipulated under this clause.

In addition to the foregoing, We may, at Our sole discretion temporarily or permanently suspend Your, Your Personnel Member or Guest’s access to the Workspace and terminate the respective Membership Agreement, with an immediate effect and without any obligations or liabilities if such disobedience on Your, Your Personnel Member or Guet’s part persists despite Our warnings. To avoid any ambiguity, the suspension of Your access to the Workspace and/or termination of the respective Membership Agreement by Us, does not relieve You of any outstanding obligations as of the date of suspension of Your access to the Workspace and/or termination of the respective Membership Agreement by Us. Outstanding obligations include but are not limited to payment of the Membership Plan fees and penalties as well as the compensation of damages, as stipulated under this clause. 1.14. Repair/Maintenance Works at the Premises. 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.

1.15. Warning to the Members, acting as legal entities - If You, Your Personnel 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.

1.16. Warning to the Contacts, acting as individuals - If You or Your 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.

1.17. You, Your Personnel and Your Guests have 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 the Workspace without causing disruption of others’ working process or damaging health and safety of other Members/Contacts, or any person presentwithin the premises where the Workspace is located.

2. Payments

2.1. 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 settlement principles apply to Our Membership Plans and Products:

2.1.1. D Pass Product is subject to daily fee, which is accrued in advance and upon its payment the Contact shall have a one-time 24-hour access to the Workspace. By paying D Pass fee, You become eligible to use the Workspace for 24-hour period or less, at Your own discretion, commencing on the date of purchase or any other specific date indicated upon its purchase;

2.1.2. 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 (unless otherwise stipulated in the respective Flex Membership Agreement);

2.1.3. 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.

2.2. Any and all payments shall be proceeded in the form of wireless transfer and Member or Contact shall be solely responsible for the payment of any fees/costs associated with wireless transfers/bank charges.

2.3. For avoidance of any ambiguity, any payments shall be deemed performed upon their enrolment on Our bank account.

2.4. 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.

2.5. 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.

3. Termination and Cancellation

3.1. Terms, termination and cancellation rules by the Member or by Us are stipulated in the respective Membership Agreements. D-Pass Product is not subject to cancellation by the Contact upon its purchase.

3.2. 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 6 – Representations and Warranties, Clauses 7.4 and 7.5– Intellectual Property and Restrictions, clauses pertaining to compensation of damages or payment of penalty (if any) and/or any other sections and clauses, laid down in the respective Membership Agreement(s) that by their nature and content are subject to survival upon expiration or premature termination of such Membership Agreement(s).

3.3. As noted above, We may temporarily or permanently suspend Your access to Our Workspace, in case of material breach of these Terms and Conditions or terms and conditions laid down in House Rules and/or Membership Agreement. 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 the fee paid by You in advance, We retain the right to seek compensation for such damages.

3.4. We may terminate respective Membership Agreement or temporarily suspend Your access to the Workspace without any obligations or liabilities, 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 Your use any more or for a certain period of time.

3.5. You/Your Personnel are required to have the Workspace fully vacated by the termination / expiration date of Your Membership Plan or Product. 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.

3.6. Termination of the Membership Agreement on any grounds does not relieve You or Your 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.

4. Confidentiality

4.1. Any information containing personal and identifiable data related to Our Members/Contacts, 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 You or Your Personnel member might get direct or indirect access in the scope of our relationship and which 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 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.

4.2. Obligations laid down herein shall survive termination of Our relationship/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. If You are a legal entity, You shall disclose Confidential Information only to the extent of necessity and only to those Personnel members, 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. 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/respective 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 Personnel 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 Personnel and Guests’ personal data for enabling Us to provide Our Membership Plans, Products and Additional Paid 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 these Terms and Conditions and/or executing respective Membership Agreement with Us, 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 these Terms and Conditions or the Membership Agreement;

6.1.4. If You are a legal entity, You undertake to comply and ensure Your Personnel and Guests to read and comply with these Terms and Conditions, House Rules and the provisions of Membership Agreement, that apply to their conduct/behavior/obligations. 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 these Terms and Conditions, House Rules, Privacy Policy and/or Membership Agreement 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 the Membership Agreement (if any), these Terms and Conditions, 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 or as a Contact 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. By having purchased Membership Plan and thus, being registered as a Member on the Website, Members and those Personnel who activated their User’s Profile have their personal profile made publicly visible to other Members of D Block on the Portal shall be provided with the functionality to virtually get acquainted and communicate with each other. If You do not wish other Members of D Block to view Your personal Profile on the Portal, you may hide it by using the corresponding functionality provided on the Portal. You acknowledge and agree that You are solely responsible for any actions carried out, information exchanged and communication established with other Members of D Block through this Portal. You 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 given Portal functionality and You hereby agree to be solely responsible for any such loss, infringement, damage, or harm caused either to You or other Members of D Block.

7.4. 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.

7.5. 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 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 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. Wi-Fi Terms of Use

8.1. 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 Your own risk. You, Your Personnel or Guests are responsible for ensuring to run up-to-date anti-virus software on respective 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 Personnel’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. We relieve Ourselves from liability for any loss, damage, security infringement, or injury which You, Your Personnel or Your Guests may sustain as a result of using wireless network and You hereby agree to be solely responsible for any such loss, infringement, damage. 8.3. Your (Your 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. You (Your Personnel and/or Guests) are also prohibited from accessing Our and other Members’/Contacts’/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 PERSONNEL 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 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 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 EXPRESS, 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 these Terms and Conditions, House Rules, Membership Agreement, obligations, restrictions, representations and warranties stipulated herein by You, Your Personnel 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 or Your Personnel 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. 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 who registered on the Website prior to the effective date of current Terms and Conditions.

10.2. Any and all communication to D Block within the scope of these Terms and Conditions shall 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 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 User’s Profile on Our Website;

(B) 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 or the Contact 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 or the Contacts on the notice board at D Block premises.

10.3. 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, the terms stipulated herein shall prevail, unless otherwise and explicitely stipulated in the Membership Agreement and/or particular policies/rules.

10.4. 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 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 to check and review our latest updates made in these Terms and Conditions, Membership Agreements, 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 Our Membership Plans, Products and/or Additional Paid Services that We may send You electronically or published in the description of the Membership Plans, Products and/or Additional Paid Service on this Website, has legally binding force.

10.6. These Terms and Conditions are 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 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 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 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.