Kiin Living Membership Terms and Conditions

“Benefits” means access to the various products and services available to Members. Benefits may vary depending on the class of Membership selected in the Agreement.

“Agreement” means, collectively, these Terms and Conditions (the “Terms and Conditions”), and any other attached, annexed, or supplementary document hereto, regulating the contractual relationship between the Member and Stay.

“Membership Fee” means the payment made by a Member to acquire and maintain their Membership in the chosen modality, payable in the manner indicated in the Agreement.

“Facilities” means the building or part of the building where KIIN LIVING is located, at Carrera 29 # 1 – 203, Medellín; in which Stay offers the coworking area, the 9th floor with amenities, meeting rooms, and other spaces and services to Members.

“Coworking” is the space designated by Stay within the Facilities set up as a shared workspace area for Members, KIIN LIVING guests, and Stay staff.

“9th Floor” or “Amenities” means the area on the 9th floor intended for the recreational and wellness use of Members with a Full Access membership, according to the amenities enabled by Stay from time to time.

“Member” means each person accepted by Stay to use the Services (as defined below) or each individual who entered into the Membership Agreement and appears as such in the Agreement.

a) Services

Subject to the Terms and Conditions, as well as any other policy that we make known to the public with prior notice from time to time during the Term (as defined below), Stay will use commercially reasonable efforts to provide the Member with the services described below, depending on the type of Membership contracted:

Other vehicle parking services may be provided, subject to availability at the Facilities and additional conditions and expenses applicable to such services. In any case, no membership guarantees a parking space or service inside KIIN LIVING.

b) Reserved Rights

Stay has the right to access/dispose of all spaces that are part of the Facilities, with or without prior notice, for KIIN LIVING events, and/or safety, emergency purposes, or for any other directly or indirectly related purpose. Stay has the authority to relocate furniture found in spaces that are part of the Facilities, including the Coworking and the 9th Floor. Stay reserves the right to modify or relocate spaces made available to Members, temporarily or permanently, as well as to modify or reduce the list of services, amenities, or furniture provided to Members.

c) Lack of Use or Capacity in Spaces

In the event that it is not possible to deliver a workspace or grant access to any other space made available to Members in the Facilities according to their type of membership for any reason, to the extent of the Hotel’s availability, the Member will be relocated to other facilities, without this implying a breach by Stay. Likewise, it shall be the sole responsibility of the Member to use the spaces located in the Facilities that are at their disposal according to the membership they select. In any case, the lack of delivery or use of the space will not affect the enforceability of the Agreement.

A person will be considered a Member when they make payment of the Membership Fee within the terms and amounts indicated in the Agreement, which will allow the Member to access the Benefits described in Section 2a) of the Terms and Conditions. Non-payment of the Membership Fee automatically generates the suspension of the Benefits or the authority for Stay to terminate the Agreement early for just cause.

a) Membership Fee: During the Term defined in the Agreement, the Member must make payment of the Membership Fee. The Member is obligated to make payment of all Membership Fees owed throughout the Term, which obligation is absolute and without prejudice to any early termination of the Agreement by the Parties (“Membership Fee Obligations”). The Member agrees to pay:

(i) the value-added tax (VAT) on the Membership Fee, and other products and services purchased independently at KIIN LIVING;

(ii) Given that Memberships renew monthly, at the end of each Term, Stay reserves the right to discretionally increase or decrease the value of the Membership Fee for the following monthly period, which will be communicated to the Member at least one (1) week prior to the expiration of the current Term, in accordance with the provisions of the Term and Termination clause.

b) Invoices; Financial Information: Stay will send or otherwise deliver invoices and other related documents, information, and notices to the Member, according to the electronic address indicated in the Agreement. Changes to said information must be notified by the Member to Stay in advance in the manner provided in the Terms and Conditions.

c) Late Fees: If the payment of the Membership Fee or any other fee accrued but unpaid is not made by the tenth (10th) calendar day of the month in which said payment is due, the Member will be liable for the payment of late fees currently in effect, which will correspond to the maximum legal rate permitted by the Financial Superintendence of Colombia as default interest, without prejudice to other legal actions available to Stay.

d) Outstanding Fees: Without prejudice to late fees or interest that may apply under the Agreement for late payment of Membership Fees, any outstanding fee will be collected as an overdue balance on a monthly basis. Upon receipt of funds from the Member, they will first be applied to cover any default interest, independent purchases, and principal owed.

e) No Refunds: Without prejudice to the events expressly set forth in the Terms and Conditions, there will be no refund of Membership Fees (whether cash or installments) or other amounts paid by Members in connection with the Benefits.

a) Term: The Agreement will be valid and effective upon signature by both parties (the “Effective Date”). The Initial Term of the Agreement is one (1) calendar month from the Effective Date. The Agreement will renew monthly, for successive periods equal to the Initial Term (each, an “Extension Term”), provided that:

(i) Stay confirms in writing to the Member its intention to renew the Membership at least one (1) calendar week prior to the expiration of the current period, and

(ii) the Member expresses their willingness to renew and makes payment of the new Membership Fee within the term indicated by Stay for that purpose. Stay does not commit to reserving membership slots, and renewal will be confirmed month-to-month on a discretionary basis. The lack of confirmation by either Party within the specified period will be understood as an unequivocal expression of non-renewal and will result in the automatic termination of the Agreement upon expiration of the current Term, without giving rise to any compensation or claim. The Initial Term and all Extension Terms shall constitute the “Term.” The Terms and Conditions of the Agreement will remain in effect until the effective termination of the Agreement.

b) Termination of the Agreement by the Member: The Member may terminate the Agreement by sending a written notice addressed to Stay at least one (1) calendar week prior to the expiration of the current Term, expressing their willingness not to renew. Likewise, the Member may terminate the Agreement early and unilaterally, without needing to state a cause, in which case they must be fully paid up on all accounts with Stay. In no case will there be a total or proportional refund of the Membership Fee paid for the current month. The termination notice mentioned herein must be delivered by the Member to Stay during regular business hours (8:00 am to 5:00 pm). Termination of the Agreement does not imply any refund of the Membership Fee or proportional return with respect to the last month or months paid but not enjoyed.

c) Termination or Suspension of Services by Stay: Stay is authorized to suspend the provision of Benefits (partially or totally) or to immediately terminate the Agreement, for just cause and without right to any compensation or refund, when:

(i) the Member or a guest of theirs breaches the Agreement, the Terms and Conditions, the regulations of the Facilities, or any instruction issued by Stay;

(ii) the Member accumulates two (2) formal warnings by Stay, which will constitute just cause for immediate termination of the Agreement;

(iii) there is fraud in the information or impersonation of Member status;

(iv) the provisions of Law 679 of 2001 on the prevention and countering of sexual exploitation, pornography, and sex tourism involving children and adolescents (ESCNNA), and other guidelines issued by Stay, are breached;

(v) any national or international, state, or local law or regulation is violated;

(vi) fraud or abuse related to any aspect of the Membership is committed;

(vii) any action or conduct of the Member or their guests that is determined by Stay, at its sole discretion, to be unreasonable, abusive, offensive, or negative for the Membership community, partners, representatives, collaborators, or other Members;

(viii) death of the Member;

(ix) inclusion of the Member on Restrictive Lists (Specially Designated Nationals and Blocked Persons List issued by the Office of Foreign Assets Control of the US Department of the Treasury and/or any similar list issued by OFAC) and/or being convicted by competent authorities for offenses related to drug trafficking, terrorism, sex tourism, kidnapping, money laundering, terrorist financing, management of resources related to terrorist activities, corruption, crimes against public administration, or other offenses related to money laundering; and

(x) at any other time when Stay suspends (partially or definitively) activities at KIIN LIVING, or cancels the provision of Benefits. Only in the event provided in item (x) above, Stay will refund the proportional fraction of the Membership Fee corresponding to the days of the current month that will not be executed.

d) Removal of Member’s Belongings upon Termination of the Agreement: Prior to the termination or expiration of the Agreement, the Member must remove all of their belongings (if any), as well as those of their guests, from the Facilities. After five (5) calendar days following the termination or expiration of the Agreement, Stay will have the right to dispose of any belonging that remains in the Facilities after termination or expiration of the Agreement, and there will be no obligation to store said properties, as the Member hereby waives any right to initiate any claim, lawsuit, and/or demand with respect to said belongings or our handling or disposal thereof. The Member will be responsible for the payment of all costs incurred by virtue of said disposal. In any case, during the Term of the Agreement, Stay will have no obligation as a depositary or custodian, and the Member hereby agrees to hold us harmless in relation to any claim by third parties in connection with said belongings.

In addition to any specific regulations, policies, and/or procedures for the Facilities used by the Member:

a) It is declared known and accepted that:

• The member can only acquire a single Membership account.

• Stay reserves the right to accept a membership application and/or disassociate a Member at any time and on a discretionary basis. Involuntary disassociation will lead to account inactivation and suspension of benefits.

• Stay reserves the right of admission without needing to state the reason for rejection.

• Cancellation of Membership implies the loss of Benefits. Likewise, the Operator reserves the right to temporarily inactivate the Member’s account at any time and on a discretionary basis for accounting review and/or verification of the conducts indicated in item 5c) above.

• Neither the Membership nor any of the Benefits constitute or give rise to any type of additional bond between the Parties, nor will they enable them to represent the other under any title. Consequently, the Parties lack authorization or a contractual bond empowering them to represent or bind the other in any way, or to advertise themselves as holding such capacities.

• Members, during their stay, must maintain dignified and respectful conduct toward staff, guests, and visitors, complying with KIIN LIVING rules and taking care of its Facilities. Stay reserves the right to disassociate the Member when, in its judgment, while using the services or on occasion of them, they engage in disrespectful conduct or aggression against a facility, department, physical resource, or collaborator of KIIN LIVING, which conduct will in no case be understood as justified and without prejudice to applicable legal actions.

• Stay is not responsible for potential losses of physical or electronic mail due to incorrect addresses, wrong emails, failures in communication systems, among others. Stay reserves the right to modify the means of communication at any time, implementing alternative or substitute mechanisms that provide the same information.

• The policies, terms, and conditions of the Membership will be exclusively determined by Stay, who reserves the right to add, change, remove, suspend, or cancel the Membership at any time or introduce any modification to the policies, terms, and conditions or any of the rules linked to the Membership Plans with prior notice through available communication channels.

• The Member is responsible for their participation in this Membership, needing to understand and comply with the terms and conditions applicable to KIIN LIVING, its internal policies, code of conduct, and the procedures or other regulations to which they are subject.

• The Member declares to know and accept that the Benefits will be available according to the chosen Plan, reservations, inventory, and availability of some services; for this reason, their provision is not guaranteed and may be subject to availability and price limitations.

• The Member accepts that the price of some services may vary from what was initially published due to inventory availability, in which case it will be communicated to the Member for their acceptance or refusal.

• Benefits are subject to the regulations of the Facilities, the capacity of each space, or reservations of other Members or guests of KIIN LIVING.

• It is the Member’s responsibility to comply with reservation terms and schedules, including any restrictions or requirements before booking.

• Membership is personal and cannot be assigned and/or transferred, or its rights or obligations disposed of in any way without the prior written consent of Stay.

• Failure to pay the Membership in the form or terms established generates the automatic suspension or loss of Benefits and the consequent price update for services offered by KIIN LIVING, without prejudice to default interest and other legal actions that proceed in favor of Stay.

• The Agreement is governed by the laws of the Republic of Colombia, and will have the city of Medellín as its contractual domicile.

• The Member must present, without exception, at the reception (front desk) of KIIN LIVING, their original PHYSICAL identification document (citizenship ID, foreigner ID, or passport) to register and gain entry to the Facilities, as well as exhibit said document when requested by Stay staff. Images, photocopies, or digital copies of the identity document will not be accepted for entry registration purposes.

• Regarding the Right of Withdrawal (Derecho a Retracto), the parties will abide by the provisions of Article 47 of the Consumer Statute (Law 1480 of 2011). The maximum term to exercise the right of withdrawal will be five (5) business days counted from the Membership application. In case the withdrawal applies, the Operator will return the sums paid without discounts or retentions, which return will not exceed thirty (30) calendar days from the moment the withdrawal was exercised. Once the term to execute the withdrawal has expired, no money back will be given under any circumstances.

• All objects in the Facilities are the property of Stay. Each Member must take care of said facilities and contents, must immediately report any damage, and be responsible for the cost of reposition and replacement in case of loss, theft, or destruction of said objects, which will be charged to the payment method;

• Any change to your payment information, electronic address, and contact information must be notified;

• Stay will inform of any change in the provision of Benefits via email.

• It is prohibited to register the address of the Facilities as your address for legal notices before the Chamber of Commerce or to process the Single Tax Registry (RUT) using the address of the Facilities as a fiscal domicile or to indicate said address in any other way as a fiscal domicile in accordance with applicable legislation, unless prior written authorization from Stay is obtained;

• The Member expressly authorizes recordings from the CCTV system installed in KIIN LIVING and the Facilities, as well as the use of said recordings for the purposes indicated in Stay’s Personal Data Treatment Policy, which the Member declares to know and accept;

• All Members must be at least 18 (eighteen) years of age;

• The Member will be solely responsible for ensuring responsible alcohol consumption by themselves and their guests, and will guarantee that no guest who is a minor consumes alcohol;

• The hours of operation of the Coworking, the 9th Floor, and other Facilities of KIIN LIVING will be those determined by Stay.

• The Member will be responsible for paying for the replacement of objects placed at their disposal by the Stay team for temporary use, in case said objects have been lost, stolen, or destroyed.

• Stay will not be responsible for the content, condition, or loss of mail or packages received in the Member’s name. Stay will only receive and store said shipments for a maximum term of one (1) calendar month, after which it will proceed to dispose of the package without any liability, as provided under Benefits.

• Stay reserves the right to remove from our network any computing device that poses a threat to our networks or users, until such threat is remedied;

• Comply with the other obligations established in the Agreement.

• SMOKING PROHIBITION: It is expressly prohibited to smoke (including cigarettes, electronic cigarettes, vaporizers, hookahs, or any analogous device) within any area of the Facilities, including the Coworking, the 9th Floor, amenities, meeting rooms, restrooms, hallways, stairs, and common areas. Failure to comply with this prohibition will constitute grounds for a warning by Stay.

• ACCESS TO THE 9TH FLOOR: Access to the 9th Floor and the amenities located there is reserved exclusively for Members holding a Full Access membership. Members with a Coworking membership, as well as guests of any Member, may not access the 9th Floor under any circumstances.

• GUESTS: The Member will be entitled to one (1) guest per day, only in the Coworking area. Guests may not access the 9th Floor or the amenities. Each guest must:

  • (i) be previously registered at the reception (front desk) by presenting their original physical identity document;

  • (ii) pay the rate of COP $35,000 per day before entering the Facilities; and

  • (iii) remain accompanied by the Member during the entire time they are in the Facilities. No guest may remain in the Facilities without the Member. The Member will be jointly and severally liable for the conducts, damages, and losses caused by their guests. Stay may modify the value of the guest rate at any time, with prior notice to the Member.

• MEETING ROOMS: The use of meeting rooms has an additional cost of COP $50,000 per hour or fraction thereof, which must be paid in advance by the Member as a prior condition to use the service. In the event that the Member exceeds the reserved hour, they must pay the amount corresponding to the additional time before continuing to use the room. Failure to make timely payment will result in the immediate suspension of the use of the room. Reservations are subject to availability and to the reservation policies set by Stay for that purpose. Stay may modify the value of the rate at any time, with prior notice to the Member.

• FOOD AND BEVERAGES IN THE COWORKING: In the Coworking area, only the consumption of beverages and low-impact bakery products (snacks, pastries, coffee, tea, water, juices, and similar) is allowed. The consumption of heavy meals, fast food with strong odors, or foods that generate smoke, significant waste, or that may disturb other Members or users is not allowed. Stay reserves the right to discretionally evaluate, case by case, what constitutes “heavy food” or an unpermitted food item, and to remove said food from the space.

• WARNINGS: Stay may issue written warnings to the Member when they or their guests engage in conduct that affects coexistence, compliance with the Agreement, the Terms and Conditions, or the regulations of the Facilities. The accumulation of TWO (2) warnings will result in the immediate termination of the Agreement for just cause, without any right to refund or compensation in favor of the Member, without prejudice to other corresponding legal actions.

• NO COMMITMENT OF SLOTS AND MONTH-TO-MONTH RENEWAL: Memberships renew monthly. Stay does not commit to reserving or maintaining membership slots. The renewal of each monthly period will be subject to bilateral confirmation between the Parties at least one (1) calendar week prior to the expiration of the current Term. Stay may decide, at its sole discretion, not to renew the Agreement with any Member at the end of any monthly period, without such decision generating any compensation, penalty, or refund in favor of the Member.

• NON-TRANSFERABLE MEMBERSHIPS: Memberships are personal and non-transferable. Consequently, the Member may not assign, transfer, lend, share, sublease, or dispose of their Membership, their access credential, or the rights derived from it in favor of third parties in any way, under any circumstances, and without the prior, express, and written consent of Stay. Failure to comply with this obligation will constitute grounds for immediate termination of the Agreement for just cause, without refund, without prejudice to the collection as indemnity of the equivalent of one (1) additional monthly Membership Fee as a pecuniary penalty clause.

• The Member, by signing the Agreement, declares that they have read and accepted the Terms and Conditions.

b) No Member may:

• Perform any activity or cause or allow any activity that could reasonably or likely cause a disturbance or imply a danger to Stay or any other Member, or to our employees, guests, or properties, including, without limitation, all areas within the Facilities;

• Use the Benefits, the Facilities, the Coworking, or the 9th Floor to conduct or engage in unlawful, offensive, or immoral activities or behave toward the community in a similar manner; all Members must treat other Members and our employees and guests respectfully.

• Use the Facilities to reproduce and/or record pornographic material, and material involving sexual exploitation and abuse of children and adolescents. In addition to the legal actions and eventual convictions that may take place by the competent authorities, in these events, the Member must pay Stay an indemnity equivalent to COP $1,000,000,000, as compensation, when engaging in one of the conducts described in this point.

• Take, copy, reproduce, or use any information or intellectual property of Stay, other Members, or guests, including, without limitation, any confidential or proprietary information, personal names, likenesses, voices, corporate names or trade names, trademarks, service marks, logos, image, other identifiers, or intellectual property, or modified or altered versions of the foregoing, and this provision shall survive even after the termination of the Agreement;

• Take, copy, or use for any purpose:

  • (a) the name “KIIN LIVING”, “Stay” or any of the other designations or corporate names, trade names, trademarks, service marks, logos, designs, copyrights, patents, industrial secrets, image, marketing material, other identifiers, or intellectual property of the Operator or any affiliated company (“Intellectual Property”);

  • (b) any derivation, modification, or similar version thereof; or

  • (c) any photograph or illustration of any part of the Facilities, without the prior, express, and written authorization of Stay, for any purpose, including acts of competition. The foregoing, under the understanding that during the term of execution of the Agreement, the Member may reference “KIIN LIVING” solely for location purposes, in plain text, to identify the address of their workspace. The Member acknowledges that Stay is the exclusive owner of all rights, titles, and interests in its Intellectual Property. The Member may not initiate any proceeding aimed at the recognition of ownership over Stay’s Intellectual Property before any government authority, nor use said Intellectual Property in any advertising, including domain names, social media handles, or any other medium existing or invented in the future. The Member may not, directly or indirectly, interfere with or object in any way to the property rights or use of Stay’s Intellectual Property, nor engage in conduct likely to generate confusion between Stay and the Member.

• Film within any of the Facilities without the prior, express, and written authorization of Stay;

• Promote, sell, manufacture, or distribute any substance prohibited and/or controlled by law, including alcoholic beverages, within the Facilities;

• Use any Service for fraudulent or illegal purposes.

• Store money or other valuable goods or merchandise in the Facilities.

• Make copies of keys, access cards, or other means of access to the Coworking, the 9th Floor, or the Facilities, nor lend, share, or give keys or access cards to third parties.

• Report in advance the visit of any guest(s); Bring guests into the Coworking without them having been previously registered at the reception and having paid the guest rate

  • Informing the visit of any guest(s) in advance; bringing guests into the Coworking area without them having been previously registered at the reception and having paid the guest fee (COP $35,000 per day) prior to entering the Facilities. The Member will only be entitled to one (1) guest per day, exclusively to the Coworking area, who must remain accompanied by the Member at all times while in the Facilities. Under no circumstances may guests access the 9th Floor or the amenities. The Member will be jointly and severally liable for any damage, loss, or breach caused by their guests;

  • Operate, within the Facilities and without authorization, any equipment that has a higher heat output or electricity consumption than in a typical personal office environment, or that generates excessive strain on our electrical system, IT system, HVAC system, or structural systems.

  • Carry any type of weapon, or any other type of offensive, dangerous, hazardous, flammable, or explosive material into the Facilities, the Coworking area, or the 9th Floor; or

  • Contract with a third party for the services offered within the Facilities.

a) Wireless Network Connection: Stay provides shared Internet access via a wireless network connection. However, it will not be responsible for any deficiency or problem that may arise regarding said connection.

b) Waiver of Claims: To the extent permitted by law, the Member, on their own behalf and on behalf of their guests, waives any right to bring claims and any rights they might have against Stay or against our affiliated companies, parent companies, and successors, and against each of our employees, shareholders, assignees, officers, agents, and directors (collectively, the “Stay Parties”), resulting from injury or damage to, or destruction, theft, or loss of property, persons, or pets, except to the extent caused by the gross negligence, willful misconduct, or fraud of the Stay Parties.

c) Limitation of Liability: The total financial liability of Stay toward the Member, for any reason and regardless of the cause of action, may not exceed the total value of the Membership Fee during the Initial Term. Neither Party will be liable, regardless of the cause of action, for damages or any loss or business interruption.

d) Indemnification: The Member is obligated to indemnify the Stay Parties against any type of claim, including third-party claims, liabilities, and expenses, including attorneys’ fees, resulting from any breach of the Law or the Agreement and/or the Terms and Conditions, including by their guests or pets, or by their actions or omissions or the actions and omissions of their guests, except to the extent that a claim results from the gross negligence, willful misconduct, or fraud of the Stay Parties. The Member will be responsible for the actions of, and for all damages caused by, any person or pet that the Member or their guests cause to access the Facilities, including but not limited to vendors contracted by the Member accessing the Facilities.

e) Pets: Bringing pets to the 9th Floor and the amenity areas is expressly PROHIBITED without any exception. In the event that any Member plans to regularly bring a pet into the Coworking area or otherwise into the Facilities (always excluding the 9th Floor), Stay has the right to request that said Member provide proof of current vaccination for their pet and evidence compliance with applicable local regulations. In no case will potentially dangerous pets, as defined in Law 1801 of 2016 (National Code of Security and Citizen Coexistence), be allowed entry. In the event that any of their guests brings a pet into the Facilities, the Member will be jointly and severally liable for any injury or damage caused by said pet to other members, guests, occupants of the Facilities, or Stay’s properties, as well as to any of the employees, members, guests, owners, or other occupants of the Facilities. None of the Stay Parties will be liable for injuries or damages caused by said pets. Stay reserves the right to restrict the entry of pets into the Facilities at its sole discretion.

f) Other Members: Stay does not control and is not responsible for the actions of other Members or any other third party. In the event that a dispute arises between Members or their guests, Stay will have no liability or obligation to participate, act as a mediator, or indemnify any of the parties.

g) Third-Party Services: The Services do not include, nor are we involved in or responsible for, the provision of goods or services by third parties (“Third-Party Services”) that the Member chooses to purchase in connection with their Membership, even if such goods or services appear on the invoice issued by Stay. Third-Party Services are provided solely by third parties (“Third-Party Service Providers”) and pursuant to the independent arrangements agreed upon between the Member and the Third-Party Service Provider. The terms and conditions of the Third-Party Service Providers will govern the respective Third-Party Services.

h) Authorization for Personal Data Processing: Stay collects, processes, transfers, and obtains personal information about the Member in accordance with the terms of our Data Processing Policy, which can be found on our website WWW.KIINLIVING.COM, in compliance with all applicable habeas data laws. In any case, by signing the Agreement, you authorize Stay to process the personal data that the Member provides or that has been obtained by other means, for the purpose of executing the activities and services referred to in this text and for the other purposes set forth in its personal data processing policy, which can be consulted on the aforementioned website. You have the right to consult, update, rectify, correct, revoke, and/or delete the information that the Member has provided to Stay, rights which can be exercised by writing to the email address: protecciondatos@staygroup.co

a) Nature of the Agreement; Relationship between the Parties: The Agreement entered into between the Member and Stay is for the provision of the services set forth in these Terms and Conditions. In furtherance thereof and without limiting the generality of the foregoing, the Agreement is not and may not be considered a contract of any other nature (including, without limitation, a lease, commercial lease, lodging, deposit, or agreement of any other kind), nor does it grant the Member the right of tenancy, association, partnership, easement, lien, possession, or similar rights with respect to Stay’s business, the Facilities, the Coworking area, the 9th Floor, or any of the contents of the Facilities. Stay, based on the class of membership contracted and the timely payment of the Membership Fee, provides the indicated Benefits in return. The Agreement does not create tenant, concessionaire, or other rights over the Facilities. The Agreement does not create any relationship of agency, fiduciary, partnership, or joint venture for any purpose. The Parties agree that the Agreement shall not be construed as creating an association or employment affiliation between them; consequently, no employment relationship exists between the Parties or between their employees, or between the Members and Stay. The Member binds itself to comply with all provisions of Colombian legislation regarding labor, work, and social security matters and, in general, those regulating labor affairs. The Member agrees to hold Stay harmless against any claim that any Member or employee might bring against it.

b) Waiver: No party shall be deemed to have waived, by any act or omission, any of its rights or remedies under the Agreement, unless such waiver is in writing and signed by the party making the waiver.

c) Subordination: The Agreement is subject and subordinated to Stay holding the status of operator of KIIN LIVING. Upon termination of said management or operation for any cause, the Agreement shall be understood to be terminated by operation of law, without giving rise to any compensation in favor of the Member, under the terms provided above.

d) Extraordinary Circumstances: Stay will not be liable, and will not be deemed to have breached or violated the Agreement, for any delay or failure to perform under the Agreement resulting from any cause or situation beyond Stay’s reasonable control, including, without limitation: (i) any event of force majeure or acts of God; and (ii) catastrophe, earthquake, tremor, fire, war, act of terrorism, acts of third parties, exclusive fault of the victim, order of any competent authority (including orders from a police, administrative, and/or judicial inspector), precautionary measure, restriction on mobility or locomotion, pandemic, epidemic, health emergency, or any other condition that affects or may affect, limit, or prevent, directly or indirectly, significantly and negatively, the operation of KIIN LIVING, activities in the Facilities, or that causes damage to or disables them. In such events, Stay, for just cause, will not be obligated to provide the Benefits as long as the events set forth in items (i) and (ii) above persist, without this constituting a contractual breach or giving rise to compensation in favor of the Member. (Comment [FH1]: REVIEW CURRENT EMAIL)

e) Severability: Each of the provisions of the Agreement shall be considered severable. In the event that any of the provisions of the Agreement is found to be prohibited or, in some way, limited, it shall be deemed modified to the minimum extent possible so that the Agreement continues to be valid under applicable law.

f) Notices: Any and all notices required to be given under the Agreement shall be sent via the email address indicated in the Agreement, and shall take effect on the first business day following their transmission.

g) Headings; Interpretation: The headings in the Agreement are included solely for convenience and shall not be used to interpret the provisions thereof. Any reference in the Agreement to “including,” “for example,” or “such as” shall be read as if followed by the words “without limitation,” as applicable. References to any time of day referred to in the Agreement shall be understood to refer to the time of day in the time zone of the Facilities.

h) Assignment: The Member may not transfer or in any way assign any of its rights or obligations under the Agreement without the prior, express, and written consent of Stay.

i) Origin of Funds: The Member and Stay warrant that they are not and have not been linked to illegal activities, nor are they or have they been (i) identified on the SDN list, (ii) sanctioned by OFAC, (iii) reported to the UIAF, or (iv) linked to any type of process related to corrupt practices, money laundering, or terrorist financing, nor have they been financed by groups, entities, or persons linked to such activities. Likewise, in the last five (5) years, they have not been party to any contract, agreement, or covenant with any person who is or has been (i) identified on the SDN list, (ii) sanctioned by OFAC, (iii) reported to the UIAF, or (iv) linked to any type of process related to corrupt practices, money laundering, or terrorist financing.

j) Asset Forfeiture (Extinción de Dominio): The Member declares and warrants that all of their financial flows related to the Agreement originate from lawful transactions and that under no circumstances will they trigger any of the grounds established in Law 1708 of 2014 that could affect Stay and any of Stay’s Facilities.