Terms and conditions

Definitions • “Us” or “Max Ventures” means Max Ventures incubator SL., or its assignee. • “You” or “Member” means the company/user listed on the agreement Form. • “Premises” means any Max Ventures office space at which the Services are provided, including that listed on the agreement Form. • “TOU” means these Terms of Use. 1. Acceptance of Terms. Max Ventures agrees to provide you the Services (defined below) subject to the terms of this Membership Agreement. Max Ventures reserves the right to modify and/or update the TOU, Community and Facility Rules and the Internet Policy from time to time. If Max Ventures changes the TOU or the Community and Facility Rules, we will post the modification on our website or otherwise and provide you with notice of the modification. 2. Description of Services. Max Ventures may provide you with exclusive access to office space, non-exclusive access to office space, workstations, internet service (wireless), office equipment, conference space, knowledge resources, and other services as Max Ventures may offer from time to time pursuant to the terms of the plan indicated on the agreement (collectively, “Services”). The Services and the Agreement are personal to you and may not be assigned to, transferred to or shared with any other party. 3. Use of Services. (a) You will always comply with all relevant laws and regulations in your use of the Services. Without limiting the foregoing, you agree that when on the Premises or using the Services, you) will not: defame, abuse, harass, stalk, threaten or otherwise violate the legal rights (such as rights of privacy and publicity) of others; use any material or information in any manner that infringes any copyright, trademark, patent, trade secret, or other proprietary right of any party; create a false identity for the purpose of misleading others; obstruct any access to the Premises; create any circumstances of disrepair or damage any Max Ventures property or the Premises; bring any pets onto the Max Ventures Premises (unless permitted); disrupt, cause a nuisance to or interfere with any Fellow users’ access to the Services; or otherwise violate this Agreement, including the Community and Facility Rules. (b) If you have been assigned an office in the Building, Max Ventures reserves the right to relocate you to a different office, offices or desks at any time, in the event of a natural disaster, building defects, or any other occurrences deemed to protect a Max Ventures users, staff, or clients. If we moved for any of the above circumstances, the relocation premises need to meet specific criteria that are required by our regulatory agency for statutory compliance. 5. Payment Terms (a) Upon submitting a signed and completed Agreement, and Deposit, you will pay to us the monthly fee contained in your Agreement (the “User Fee”) for the first month without demand, prorated as of the number of days remaining in such month. Afterward, you will pay the User Fee monthly, in advance, on the first day of the month. Should the User not fulfil their obligations per this Agreement, including paying the first monthly fee within seven business days of the first Pay Date listed in this Agreement, the Agreement Deposit shall be forfeited. b) You agree to pay the monthly fee via bank transfer, or major credit card. You are responsible for paying any fees of your financial institution associated with the pre-authorized payment. c) Max Ventures reserves the right to terminate the Agreement and cease all Services in the event of a late payment, including any payment which is late due to insufficient funds. (d) Upon your breach of this Membership Agreement, in addition to any other rights which Max Ventures may have, any discounts which you have been granted will automatically terminate, and all monthly fees for the duration of the original Agreement shall be due to Max Ventures. (e) The Deposit is not a Member Fee and shall not be applied to monthly Membership Fees for any fees associated with this Agreement. 6. Confidentiality. (a) You will : (a) maintain all Confidential Information in strict confidence; (b), not disclose Confidential Information to any third parties; and (c) not use Confidential Information in any way directly or indirectly detrimental to Max Ventures or any other member or any user of the Services. (c) All Confidential Information remains the sole and exclusive property of the respective disclosing party. You acknowledge and agree that nothing in the Membership Agreement or your participation in or use of the Services, will be construed as granting any NC rights to you, by license or otherwise, in or to any Confidential Information or any patent, copyright or other intellectual property or proprietary rights of Max Ventures or any member or any user of the Services. Notwithstanding the foregoing, you hereby waive all claims against Max Ventures for any exposure or use of your Confidential Information. d) You agree that this Membership Agreement, and any documentation or correspondence related thereto (including in the context of any dispute) is Confidential Information. 9. Our Reserved Rights. Max Ventures may enter the Premises at any time for any purpose. Max Ventures may suspend or discontinue any portion of the Services for any reason at any time, however, Max Ventures will attempt to notify its members verbally or electronically in advance of such suspension or discontinuance, except in the case of routine maintenance or emergency. Max Ventures may modify or reduce the furnishings in the Premises at any time. 10. Waiver and Disclaimer of Warranties. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, MAX VENTURES PROVIDES THE SERVICES “AS IS” AND WITH ALL FAULTS, AND HEREBY DISCLAIMS WITH RESPECT TO THE SERVICES ALL WARRANTIES AND CONDITIONS, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND/OR LACK OF NEGLIGENCE. THE ENTIRE RISK AS TO THE QUALITY OR ARISING OUT OF PARTICIPATION IN OR THE USE OF, THE SERVICES AND THE PREMISES, REMAINS WITH YOU AND YOU HEREBY WAIVE ALL RIGHTS OF RECOVERY FOR ANY LOSS RELATED TO YOUR ACCESS TO, PARTICIPATION IN OR USE OF THE SERVICES, INCLUDING IN THE CASE SUCH LOSSES ARE THE RESULT OF MAX VENTURES NEGLIGENCE. 11. Exclusion of Incidental, Consequential and Certain Other Damages. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL MAX VENTURES OR ITS SUBSIDIARIES (WHETHER OR NOT WHOLLY-OWNED), AFFILIATES, DIVISIONS, AND THEIR PAST, PRESENT AND FUTURE OFFICERS, DIRECTORS, SHAREHOLDERS, MANAGERS, MEMBERS, EMPLOYEES, AGENTS, REPRESENTATIVES, SUCCESSORS AND ASSIGNS (“ ̈MAX VENTURES”)AND INDIVIDUALLY BE LIABLE FOR ANY DIRECT, SPECIAL, INCIDENTAL, INDIRECT, PUNITIVE, CONSEQUENTIAL OR OTHER DAMAGES WHATSOEVER ARISING OUT OF OR IN ANY WAY RELATED TO THE PARTICIPATION IN OR INABILITY TO PARTICIPATE IN OR USE THE SERVICES OR THE PREMISES, THE PROVISION OF OR FAILURE TO PROVIDE SERVICES, OR OTHERWISE UNDER OR IN CONNECTION WITH ANY PROVISION OF THIS MEMBERSHIP AGREEMENT, EVEN IN THE EVENT OF THE FAULT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, BREACH OF CONTRACT OR BREACH OF WARRANTY OF MAX VENTURES, AND EVEN IF MAX VENTURES HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. 12. Limitation of Liability and Remedies. THE ENTIRETY OF YOUR RIGHTS UNDER THIS MEMBERSHIP AGREEMENT ARE ENFORCEABLE ONLY AGAINST MAX VENTURES, AND YOU HEREBY WAIVE, TO THE MAXIMUM EXTENT PERMITTED BY LAW, ALL RIGHTS OF RECOVERY WHICH YOU MAY HAVE AGAINST ANY MAX VENTURES NOTWITHSTANDING ANY DAMAGES THAT YOU MIGHT INCUR FOR ANY REASON WHATSOEVER (INCLUDING, WITHOUT LIMITATION, ALL DAMAGES REFERENCED ABOVE AND ALL DIRECT OR GENERAL DAMAGES), THE ENTIRE LIABILITY OF CTRL COLLECTIVE OR CTRL AFFILIATES UNDER ANY PROVISION OF THIS MEMBERSHIP AGREEMENT AND YOUR EXCLUSIVE REMEDY FOR ALL OF THE FOREGOING SHALL BE LIMITED TO ACTUAL DAMAGES INCURRED BY YOU UP TO A MAXIMUM OF THE TOTAL FEES PAID BETWEEN THE DATE YOU STARTED USING THE SERVICES AND THE DATE ON WHICH THE CLAIM ARISES. 13. Termination. (a) Max Ventures may immediately terminate this Membership Agreement: (i) upon breach of this Membership Agreement by the Member; (ii) upon termination, expiration or material loss of our rights in the Premises; (ill) if any outstanding fees are late; (iv) if you fail to comply with the terms and conditions of the Membership Agreement or any other policies or instructions provided by us; or (v) at any other time, when we, in our reasonable discretion, see fit to do so; should Max Ventures terminate membership the member(s) will have 72 hours to retrieve all of their office and personal items from the location. (b) Upon termination of the Membership Agreement, you agree to immediately remove any and all of your personal property from the Premises. Any property left behind is forfeited and may be destroyed. You will remain liable after termination for past due amounts, and we may exercise our rights to collect due payment, despite termination or expiration of this Membership Agreement. (c) Upon expiration of this Agreement, Member shall be required to give a minimum of 30 days’ written notice to Max Ventures prior to cancellation of Membership. 14. Non-Disparagement. You shall, during and after the participation in and use of the Services, refrain from making any statements or comments of a defamatory or disparaging nature to any third party regarding Max Ventures, or any of Max Ventures managers, members, officers, advisors, employees, personnel, agents, policies, services or products, other than to comply with a court order or applicable law. 15. Release and Indemnity. You release, and hereby agree to indemnify, defend and save harmless Max Ventures jointly and individually, from and against all claims, liabilities, losses, damages, costs, expenses (including, without limitation, reasonable attorneys’ and consultants’ fees and costs), judgments, fines and penalties based upon or arising out of your negligent actions, errors, omissions, wilful misconduct and/or fraud in connection with the breach of this Membership Agreement by you or by your or your guests’ participation in or use of the Services. You further agree that in the event that you bring a claim or lawsuit in violation of this Membership Agreement, you shall be liable for any attorneys’ fees and costs incurred by Max Ventures in connection with the defence of such claim or lawsuit. 16. Miscellaneous. (a) Entire Agreement. The Membership Agreement constitutes the entire agreement between the parties pertaining to the subject matter contained herein and therein, and supersedes all prior and contemporaneous agreements, representations, and understandings of the parties pertaining to such subject matter. (b) Severability. If any provision or portion of the Membership Agreement is determined to be invalid, illegal or unenforceable for any reason, in whole or in part, the remaining provisions of the Membership Agreement shall be unaffected thereby and shall remain in full force and effect to the fullest extent permitted by applicable law. (c) Waivers. No waiver of any provision of this Membership Agreement shall be binding on Max Ventures unless executed in writing by an authorized representative of Max Ventures. (a) Successors and Assigns. The Membership Agreement shall be binding on your heirs, legal representatives, successors and assigns. (b) Notice. All notices, requests, demands or other communications for which the Membership Agreement provides shall be in writing and shall be addressed at the following addresses: (1) Max Ventures Incubator SL. Plaza mirador Remigia Caubet Esc 5 Local 3 Palma 07014 (2) If to you: at the address you provided in the Membership Agreement. All notices under the Membership Agreement shall be effective: (a) forty-eight (48) hours after deposit in the ES. Mail, postage prepaid, registered or certified mail, return receipt requested; (b) upon delivery, if delivered in person to the address set forth above; or (c) upon delivery, if sent by commercial express service, such as Federal Express, except those notices of change of address shall be effective upon receipt. (c) Attorneys’ Fees. If Max Ventures shall bring any action for any relief against you arising out of the Membership Agreement, including arbitration pursuant to Paragraph 20 above, the non-prevailing party shall pay to the prevailing party a reasonable sum for attorneys’ and consultants’ fees and costs incurred in bringing such suit and/or enforcing any judgment granted therein, all of which shall be deemed to have accrued upon the commencement of such action and shall be paid whether or not such action is prosecuted to judgment. (d) Governing Law. The rights and obligations hereunder shall be governed by, and the Membership Agreement shall be construed and enforced in accordance with, the laws of the State where the real property and Membership Agreement exists. Venue for the resolution of any dispute arising out of the Membership Agreement shall be the same city and state of where the office location and real property for the Membership Agreement exists. Community and Facility Rules These Community and Facility Rules (“Community Rules”) form a part of and are incorporated into the Membership Agreement between you and Max Ventures and describe the way you must use of the services provided by Max ventures. If you have any questions about these Community Rules, please contact max@maxventures.com. By using the Services, you are agreeing to abide by and be bound by these Community Rules.