TERMS & CONDITIONS

TRUE DIGITAL PARK MEMBERSHIP AGREEMENT

1. TERMINOLOGY

1.1 “Agreement” means, collectively, these Terms & Conditions (the “Terms and Conditions”), the attached Membership Details Form cover page(s) (the “Membership Details Form”), and any other attachments, exhibits, and/or supplements
1.2 “Authorized Signatory” means an individual authorized to legally bind your company.
1.3 “Commitment Term” means the period of time from the Start Date to the last day of the period set forth on the Membership Details Form under “Commitment Term”
1.4 “Main Premises” means the Premises in which the Working Space is located.
1.5 “Member” or “You” means each person authorized by True Digital Park to receive the Services (defined below) (each Member granted a “Membership”).
1.6 “Member Company” means the company or individual entering into this Membership Agreement as listed in the Membership Details Form.
1.7 “Working Space” means the physical desk provided to each member as “Workstation”
1.8 “Premises” means a building or portion of a building in which True Digital Park offers offices, workstations, other workspaces, and/or other services to Members.
1.9 “Regular Business Days” are all weekdays, except local public holidays.
1.10 “Regular Business Hours” are generally from 8:00 a.m. to 6:00 p.m. on Regular Business Days.
1.11 “Membership Fee” means the fee you will be charged for each individual access to the Working Space; you are obligated to pay the Membership Fee for each individual access.
1.12 “Start Date” means the date set forth in the Membership Details Form upon which the Services will begin being provided by True Digital Park and the Membership Agreement is effective.
1.13 “Privileges” means the member-only services curated and managed by True Digital Park and its partners. Details of Privileges are to be notified prior to the agreement signing. True Digital Park deserves the right to change the detail of or cancel certain Privileges without notifying the member.
1.14 “Workstation” means shared facilities that are provided to each member.

2. THE BENEFITS OF MEMBERSHIP

a. Services
Subject to the terms and conditions of this Agreement and any other policies we make available to you with prior notice from time to time, during the Term (defined below), True Digital Park will use commercially reasonable efforts to provide you (and your Members, as applicable) the services described below. These services are referred to in this Agreement as the “Services.”
    i.     Access to the working space consisting of workstations, which are not exclusive to any hot desk membership (Co-Working Space), and only the specified desk is dedicated to dedicated desk membership from the Start Date for the period of the Commitment Term
    ii.    Access to and use of the shared facilities and amenities provided by True Digital Park, including restrooms, relaxing areas, living lounges, lockers, and phonebooths (Occupancy of shared facilities is based on first-come-first-serve basis)
    iii.   Access to and use of the shared high-speed Internet connection
    iv.    Use of the meeting rooms in the Main Premise during Regular Business Hours, in each case subject to availability and credit allowance
    v.     Air-conditioning in the Working Space during Regular Business Hours
    vi.    Electricity for reasonably acceptable Working Space use
    vii.   Use of pantries, coffee machines and beverages made available therein to our members
    viiii.  Opportunity to use Privileges curated and managed by True Digital Park
    ix.    Opportunity to participate in members-only events and workshops, and its promotion
b. Other Services
Other services, apart from Services in clause a. may be provided for an additional fee.
c. Our Reserved Rights.
We are entitled to access the workstation that the member occupies, with or without notice, in connection with our provision of the Services, for safety or emergency purposes or for any other purposes. We may temporarily move furnishings contained in the Working Space. We reserve the right to alter or relocate certain parts of the Working Space, provided that we will not do so in a manner that substantially decreases the square footage of your assigned Working Space or related amenities. We may also modify or reduce the list of Services or furnishings provided for the Working Space at anytime. The Services may be provided by True Digital Park, affiliates or third parties.
d. Access Prior to Start Date​ If we, in our sole discretion, provide you with access to the Working Space for any period of time prior to your Start Date (e.g., Free-Trial Period), during any of such period, you shall be fully subject to the terms of this Agreement, regardless of whether we choose to charge you the Membership Fee during any of such period. Please be noted that you will be notified in advance of at least one week of working days.


3. MEMBERSHIP FEES; PAYMENTS

a. Payments Due Upon Signing
Upon submitting your agreement by online submission on our website https://www.truedigitalpark.com/join_membership or signing submission at True Digital Park and completed Agreement, you will be obligated to deliver to us, in the amount(s) set forth on your Membership Details Form and the Membership Fee. As for Corporate account purchase, paper-based purchase order shall be processed based on the agreed terms.
b. Membership Fee
During the Term (defined below) of this Agreement, your Membership Fee will be due in advance according to the payment terms stated in the Membership Details Form. You are obligated to make payment of all Membership Fees owed throughout the Commitment Term and this obligation is absolute notwithstanding any early termination of the Agreement by you (“Membership Fee Obligations”). You agree to pay promptly: (i) all sales, use, excise, value added, and any other taxes which you are required to pay to any other governmental authority (and, at our request, will provide to us evidence of such payment); (ii) all sales, use, excise, value added and any other taxes attributable to your Membership as shown on a payment confirmation document (including but not exclusive to invoice, payment page). Additional Members will result in additional fees as set forth on the addendum extended from this agreement. On each anniversary of the Start Date (including during any Commitment Term) the Membership Fee may be subjected to an amount increase at our sole discretion. Following any Commitment Term, we reserve the right to further increase or decrease the Membership Fee at our sole discretion upon thirty (30) days’ prior notice to you in advance of an in accordance with the Termination Notice Period described.
c. Invoices; Financial Information
True Digital Park will send or otherwise provide invoices and other billing-related documents, information and notices to the Member Individual Name, or, if a Billing Contact is indicated on the Membership Details Form, the Billing Contact. Change of the Billing Contact will require notice from the Authorized Signatory in accordance with this Agreement.
d. Credits; Overage Fees
Each month, you will receive a certain number of credits for meeting room use as specified on the Membership Details Form. These allowances shall not be rolled over from month to month. If these allocated amounts are exceeded, you will be responsible for paying fees for such overages. The overage fee shall be given by True Digital Park. All overage fees are subject to increase from time to time at our sole discretion with thirty (30) days’ prior notice.
e. Late Fees
If payment for the Membership Fee or any other accrued and outstanding fee is not made by the tenth (10th) day following the due date according to the payment terms stated in the Membership Details Form, any late payment shall be subjected to interest at the rate of one point two five percent (1.25%) per month of the unpaid amounts and calculated on a daily basis until the amounts due have been paid in full.
f. No Refunds
Except as otherwise provided for herein, there are no refunds of any fees or other amounts paid by you in connection with the Services.

4. TERMINATION

a. Term
This Agreement will be effective upon your submission of your agreement and completed Agreement (whether in a paper-based form or otherwise); provided that we have no obligations to provide you with the Services until the later of (i) the date on which payment of first month’s Membership Fee has been received by us or (ii) the Start Date. Unless otherwise set forth on the Membership Details Form, following the Commitment Term, this Agreement shall continue on a month-to-month basis (any term after the Commitment Term, a “Renewal Term”) subject to the Termination Notice Periods (defined below). The Commitment Term and all subsequent Renewal Terms shall constitute the “Term.” This Agreement will continue until terminated in accordance with this Agreement. On the last Regular Business Day of the Termination Effective Month (defined below), you must vacate the Working Space by no later than 6.00 p.m.
b. Cancellation Prior to Start Date by the Member
You may cancel this Agreement prior to the Start Date upon delivery of a written notice to us. If your notification of termination is received by TDPK within twenty-four (24) hours of the later of (i) submission of your agreement, (ii) completed Agreement and (iii) payment transaction completion, you may be entitled to a refund of twenty-five per cent (25%) your Membership Fee, less any applicable charges, expenses or deductions. If your notification of termination were to be received after 24 hours of the (i) submission of your agreement, (ii) completed Agreement and (iii) payment transaction completion, you will not be entitled to a refund of your Membership Fee.
c. Termination by the Member
You may terminate this Agreement upon delivery of a written notice to us, if your notification letter of termination is received by TDPK before seven (7) days of the due date of payment according to the commitment terms, you may be entitled to a refund of twenty-five per cent (25%) of the remaining Membership Fee
d. Termination or Suspension by True Digital Park
We may withhold Services or immediately terminate this Agreement with the advance notice: (i) upon breach of this Agreement by you or any Member; (ii) upon termination, expiration or material loss of our right in the Premises; (iii) if any outstanding fees are still due after we provide notice to you; (iv) if you or any of your Members fail to comply with the terms and conditions and any other policies or instructions provided by us or applicable to you; (v) at any other time, when we, in our sole discretion; or (vi) if the due amount cannot collected from you or any of your Members for any reason. You will remain liable for past due amounts, and we may exercise our right to collect due payment or one-month fee, despite termination or expiration of this Agreement.
e. Removal of Property Upon Termination
We may withhold Services or immediately terminate this Agreement with the advance notice: (i) upon breach of this Agreement by you or any Member; (ii) upon termination, expiration or material loss of our right in the Premises; (iii) if any outstanding fees are still due after we provide notice to you; (iv) if you or any of your Members fail to comply with the terms and conditions and any other policies or instructions provided by us or applicable to you; (v) at any other time, when we, in our sole discretion; or (vi) if the due amount cannot collected from you or any of your Members for any reason. You will remain liable for past due amounts, and we may exercise our right to collect due payment or one-month fee, despite termination or expiration of this Agreement.

5. GENERAL RULES

You acknowledge and agree that:
    i.     Key cards and other such items used to gain physical access to the Premises, or the Working Space remain our property. You and your members shall safeguard our property and you shall promptly notify us and be liable for replacement fees should any such property be lost, stolen or destroyed.
    ii.    You shall promptly notify us of any change to your contact and/or payment information.
    iii.   We will provide notice to you of any changes to Services, fees, or other updates via email. It is your responsibility to read such emails and to ensure you are aware of any changes, regardless of whether we notify such Members directly.
    iv.    For security reasons, we may, but have no obligation to, regularly record certain areas in the Premises via video surveillance.
    v.     If you or your Members are at least 18 years of age; you shall be solely and fully responsible for ensuring that alcohol is consumed responsibly by your individual Members and that no alcohol is consumed by any of your Members or guests who is younger than the legal age for consuming alcohol in the applicable jurisdiction;
    vi.    Shared facilities are to be enjoyed by all our member companies and members unless otherwise instructed by us for temporary use.
    vii.   You will be responsible for any damage to your Working Space other than normal wear and tear.
    viii.  You will be responsible for replacement fees for any item(s) provided to you by the True Digital Park community team for temporary use should any such property be lost, stolen or destroyed.
    ix.    You may not make any structural or nonstructural alterations or installations (including, but not limited to, wall attachments, furniture, IT equipment, and/or glass paneling) in the Working Space, Workstation or elsewhere in the Premises without prior approval by us. In the event that any alterations or installations are made, you shall be responsible for the full cost and expense of the alteration or installation and, prior to the termination of this Agreement, the removal of such items and the restoration necessitated by any such alterations. In no event are you permitted to perform any of these actions. Only a member of our facilities staff is entitled to perform an alteration, installation, removal or restoration. Reach out to a member of your community team for more information.
    x.     You and your Members’ computers, tablets, mobile devices and other electronic equipment must be (a) kept up-to-date with the latest software updates provided by the software vendor and (b) kept clean of any malware, viruses, spyware, worms, Trojans, or anything that is designed to perform malicious, hostile and/or intrusive operations. We reserve the right to remove any device from our networks that poses a threat to our     xi.    networks or users until the threat is remediated.
    xii.   Any individual you invite or escort into the Premises must check-in at the front kiosk without exception on every occasion of their entry to the Premises.
    xiii.  You may bring your guests to the public and/or the shared meeting rooms in our facilities that has been booked by TDPK members, excluding any community space not in the public area. TDPK reserves the right to ask your guests to leave our premise if an activity that does not fit our policy has been observed.
    xiv.   You shall not engage in any activity that compromises the professionalism or quality of the Services. You shall not place, or allow anything to be placed in the common areas (walkways, restrooms, passageways, doors, elevators, lobby, stairwell, etc.) which would cause any impediment to the passage of others, appear unsightly within or from outside of the Premises, alter the aesthetic or environment, or would in any way cause a disturbance to others either within or outside of the Premises.
    xv.    Anyone or anything which you bring into the Premises that causes a disturbance to anyone within the Premises will be required to be removed by you immediately. This includes, but is not limited to noise, loud conversation, unruly guests or children, pets, odors, or otherwise.
    xvi.   You understand that the entire Premises is under 24-hour video surveillance, and consent that you and your employees, delegates, agents, guests and other’s entry into the Premises is granted with the explicit understanding that they are being filmed and that such content may be used by TDPK and shared with others for whatever purpose TDPK so chooses.
    xvii.  You shall not use the Premises for lodging or dwelling.