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Legal Agreement: Terms of Service

MEMBERSHIP AGREEMENT

We want being a member at BEACH HOUSE COWORK to be an extraordinary experience for you and all of the other members in the Beach House CoWork community.

To make it official, we ask you to sign this Membership Agreement (the “Agreement”) which outlines the terms of your membership (“Membership”).

IF WE SAY THIS, WE MEAN THAT . . .

“we” or “us” or “BEACH HOUSE COWORK” means

NINEREALTY INC dba BEACH HOUSE COWORK

“you” means the company or individual signing this Agreement.

“Initial Invoice” means the invoice we will provide you together with this Agreement detailing the specific details of your Membership. “Current Invoice” or “Your Invoice” means the most recent invoice we have issued to you.

“Total Fees” means the Membership Fee and any and all fees associated with Optional Services.

“Start Date” the date specified on the Initial Invoice as the date your Membership will begin.

“Notice Period” is, generally speaking, from the date you give written notice until the end of the month if you’re on a Shared Space Membership, or 2 months after that date if you’re on a Dedicated Space Membership.

“Termination Date” the date on which this Agreement terminates in accordance with the terms of this Agreement.

“Building” means a workspace facility operated by BEACH HOUSE COWORK.

II. IN PLAIN ENGLISH

All the details follow, but here are some of the highlights.

It’s A Membership Fee, But It Works Like Your Rent. On the first calendar day of every month, you’re billed and are required to pay for that entire month. All billing operates on a monthly cycle. Your initial charge when you join includes your first month, a one-month security deposit, and any related services and startup fees. If you have a dedicated desk or private office, we may require an additional deposit of one additional month.

Cancelling. If you want to cancel, notify us via email at info@beachhousecowork.com and your Membership will be good through the end of your Notice Period

You Can Freeze Your Membership. If you don’t want to cancel but need to put your Membership in a deep freeze for a bit, you can do that. Your Membership will be paused at the end of your Notice Period.

You Can Change Your Membership. If you want to upgrade or downgrade your membership level or add services, just let us know and we’ll take care of it. If you’re moving up, you’ll be asked to top-off your security deposit. If you’re moving down, we’ll make it effective at the end of your Notice Period and credit any excess fees on deposit with us towards your future Membership.

But Don’t Miss the Deadline. The deadline for making changes to your account is at 11:59pm Pacific on the 15th of each month, if the changes are to be effective for the following month.

If You Wanna Play, You Gotta Pay. Membership has its privileges, but it’s not a right… you need to pay your membership fees on time. In order to do this, we require that you keep an active form of payment on file that we are authorized to charge automatically.

Shared Workspace. BEACH HOUSE COWORK is a shared workspace. It needs to be kept clean and orderly. That means cleaning up after yourself at your workstation, in the kitchen and in the bathrooms. Leave stuff here at your own risk. we’re not responsible for your stuff. Respect the professional work environment of your fellow members. This includes using your “inside voice” when having discussions or phone calls.

Guest Policy. All guests & visitors must check in at the front desk. Anyone you allow to enter building premises, even if you are just opening the door for someone, is considered your guest. Finally, and most importantly, you agree to take legal responsibility for your guests and their actions while they are on Building.

III. MEMBERSHIP BENEFITS

Types of Membership. The following types of membership may be available to you and will be specified in Your Invoice:

Shared Space. This membership allows you the use of an unassigned seat in an open workspace on Building Premises.

Dedicated Space. This membership includes Shared Space privileges, and also allows our members to reserve a specific desk or office that it would have sole access to on a monthly basis. If you have reserved an office, you acknowledge that it has a limited capacity. Whether or not you have paid for additional memberships, no more than the capacity is permitted in the office at any given time. The location and capacity of your desk or office is listed on Your Invoice.

Team Membership. Under this type of membership, companies are permitted to enter into this Agreement and obtain a membership on behalf of a group of people and obtain multiple memberships for its Team Members. The company would sign this Agreement and you would be deemed the representative for the Team Members and would be responsible for any and all acts, omissions, actions or inactions of your guests, your Team Members, and their guests. It is your responsibility to maintain an up to date list of Team Members with us. Only those individuals listed on file with us will be considered “Team Members” and entitled to the benefits described in this Agreement. If you request an increase in the number of Team Members to be included in your Membership, it is subject to availability and may result in additional charges.

Unmetered Membership Perks. There are some Building Premises resources that are “un-metered” and can be used by you freely for “normal use” (like the internet and use of the kitchens). Use of these resources is based on the honor system, and if we notice these resources are being abused or used beyond what we consider “normal use”, we reserve the right to restrict your use of them or, if we have provided you notice that your use exceeds “normal use” and such excessive use continues after that notice, to terminate your Membership. Your Membership will also include: client and guest reception during regular business hours (9:00am to 5:00pm, Monday through Friday, excluding holidays), general utilities and building services, cleaning services, and trash removal.

Fee-Based Perks. Some Building Premises resources will be available at an additional charge either as listed on Your Invoice or as may be posted on the premises and are referred to as “Optional Services”. These include things like premium espresso drinks or printing and copying, as well as, depending on what is available on the 1st floor building premises, those services listed below.

Conference Rooms. Conference rooms may be reserved at an additional charge and are subject to availability. Conference rooms can also be used on an “un-metered” basis if they are available, but be aware that you can get the boot by a member who chooses to go on the meter and reserve the room.

Mail handling. Subject to the terms of a separate mail-handling addendum to be executed by the parties, you may have the right to use the Building Premises address as a mailing address and get business related mail sent to the Building Premises address.

Storage. The right to use storage areas provided by BEACH HOUSE COWORK, including filing cabinets, general storage lockers, bar storage lockers and any other storage facility within the Building Premises. Any such storage provided by BEACH HOUSE COWORK to you must be used for lawful purposes only. BEACH HOUSE COWORK reserves the right, if BEACH HOUSE COWORK has reason to suspect that you have breached this clause, to inspect such storage, remove your property from storage, and rescind your right to use such storage.

Parking. Subject to availability and to the terms of a separate parking addendum to be executed by the parties, parking may be available to you. However, note that this Membership neither creates an obligation on the part of BEACH HOUSE COWORK to provide parking to you, nor a guarantee that parking will be available for the vehicle or vehicles of you or any Team Member or guest.

Technical Services & Support. The right to use certain dedicated technical services and support as offered by us such as VLAN setup, equipment colocation, dedicated and/or routed public IP addresses, dedicated hardline connections, and technical consulting services and support. From time to time, at your request, we or an affiliate may help troubleshoot problems you may have in trying to access certain functionalities, such as printing or accessing the Internet, and in connection therewith it may be necessary for us to install software on your computer. Regarding the foregoing, you agree that we and our affiliates (i) are not responsible for any damage to your computer in connection with such technical support or downloading and installation of any software; (ii) do not assume any liability or warranty in the event that any manufacturer warranties are voided; and (iii) do not offer any verbal or written warranty, either expressed or implied, regarding the success of any technical support.

IV. FEES ASSOCIATED WITH MEMBERSHIP

Membership Fee. Your Membership is granted in exchange for a monthly Membership Fee, the initial amount of which is reflected in the Initial Invoice. This is a membership fee, but it works like your rent. On the first calendar day of every month, you’re billed and pay for that entire month. Your first month fee is prorated from the date you join to the end of that month (for example, join on March 15th and you’ll get billed for 17 days in March). After that, all billing operates on a monthly cycle. Payment of the monthly Membership Fee is non-refundable, regardless of date of termination of the Membership by you, and no proration of fees will be made for termination of Membership Fee or Membership Fee changes initiated by you in the middle of a calendar month.

Start-up and Commitment Fee. Upon execution of this Agreement, you will be required to pay a one-time, non-refundable, start-up fee and a separate commitment fee which will convert to a security deposit as set forth below (the “Commitment Fee”), in the separate amounts listed in the Initial Invoice.

Security Deposit. On the Start Date the Commitment Fee will convert automatically into your Security Deposit. The Security Deposit will be held by BEACH HOUSE COWORK, without interest, and may be commingled with other assets of BEACH HOUSE COWORK. The Security Deposit may be used by BEACH HOUSE COWORK in its discretion to pay for any damages to the Building Premises caused by you or any of your Team Members or guests or any unpaid amounts due under to this Agreement. Upon terminating the Membership, BEACH HOUSE COWORK can use the Security Deposit to pay any portion of fees that accrue between the last date of payment of Total Fees and the Termination Date. The Security Deposit (or any remaining Security Deposit, if any) will be returned to you at the address provided by you for notices within 30 days after the Termination Date.

Payment and Invoicing. On the first day of each calendar month, you will pay to BEACH HOUSE COWORK the Total Fees by credit card, bank draft or, in our sole discretion and with prior permission, by check. The Total Fees will be due in full and you may not make any adjustments thereto based on what services you feel were or were not received during that period. BEACH HOUSE COWORK will provide you with an Initial Invoice and, in the future, one or more Current Invoices, that will include and identify all Total Fees that you must pay, as well as any modifications to the terms and conditions of the Membership. The Initial Invoice will control and govern the amount of the Total Fees until such time as a BEACH HOUSE COWORK issues one or more revised Current Invoices, from time to time. BEACH HOUSE COWORK is not obligated to provide any advance notice before issuing a revised Current Invoice and charging any credit card or bank account on file.

Payment on File. If applicable, You agree to keep an active form of payment on file with BEACH HOUSE COWORK, and authorize us to initiate entries to credit cards or bank accounts in order to pay any Total Fees or other charges for which you are responsible. If we agree to allow you to pay invoices by check, then payment must be made in advance and will be due on the 15th day of the month prior to when the charge is incurred (i.e. payment for a May invoice will be due on April 15th).

Other Applicable Charges. You will also be responsible for the following charges:

If Membership Fees or any other outstanding fees are not paid by the due date, you will be subject to a $25 late fee.

Delinquent payment of Total Fees may bear interest at the rate of 1.5% per month (or the highest rate permitted by law, if less) from the due date of the Total Fees until paid in full.

If credit card charge attempts are declined, BEACH HOUSE COWORK may impose a $25 fee on the Membership and/or immediately cancel the Membership, in the sole discretion of BEACH HOUSE COWORK.

All checks or bank drafts that are returned unpaid by your bank will be subject to a $50 surcharge, unless the reason for the return is due to bank error.

Any changes required to your account, either to change membership type or payment on file, made after the 15th of each calendar month will be subject to a “Late Change” admin fee of $25.

BEACH HOUSE COWORK may charge you a replacement cost for lost, damaged or non-returned items.

Changes to Membership Fees or Optional Services Fees. BEACH HOUSE COWORK reserves the right to increase any Membership Fees or fees for Optional Services from time to time. We will not increase fees more than once per year and prior to any such increase we will provide you with at least 30-days advance notice.

V. TERM AND TERMINATION

Membership Term. Your Membership will be effective when you sign this Agreement and the fees listed in the Initial Invoice have been paid. Once effective, the Membership will begin on the Start Date and will continue on a month-to-month basis, automatically extended for successive periods of one month each upon the same terms and conditions in this Agreement, unless otherwise agreed upon by BEACH HOUSE COWORK and you in writing or terminated under this Agreement.

You Can Change or Freeze Your Membership. If you want to upgrade or downgrade your Membership level or add services, just let us know and we’ll take care of it.

If you’re moving up, you’ll be asked to top-off your Security Deposit. If you are moving down, we’ll make it effective at the end of your Notice Period and credit any excess fees on deposit with us towards your future Membership.

If you don’t want to cancel but need to put your Membership in a deep freeze for a bit, you can do that by providing us notice. After we receive your notice, your Membership will be paused at the end of your Notice Period. There is a one-time fee to freeze and a monthly administrative fee to remain frozen, but you will have priority to reinstate you Membership when you return (subject to availability). Keep in mind, that if you cancel, re-instating your Membership in the future is not guaranteed and may involve an additional startup fee.

If you are the signing member in a Team Membership, then you are the only person who may make changes to or terminate this Agreement. You may, however, designate one other Team Member to share this authority with and such Team Member will be noted on Your Invoice.

Termination Of The Membership By You.

If you ever want to terminate your Membership all you need to do is notify us by sending an email to info@beachhousecowork.com by 11:59 p.m. Pacific on the 15th of any month in order for the termination to be effective in that calendar month in which written termination is given. Upon written notice, this membership will be as good through the end of your notice period or as stipulated on your invoice. It would be helpful to BEACH HOUSE COWORK to have as much notice as possible when you are planning to leave, so the more notice you can provide, the better.

If you want to cancel your Membership prior to the Start Date, you must provide at least 30-day prior notice to receive a full refund of any amounts paid. If notice of termination is received less than 30 days prior to the Start Date, you will be refunded 50% of the Commitment Fee.

Upon notice of termination, BEACH HOUSE COWORK will terminate any recurring billing beyond the Termination Date.

Termination of the Membership By Us.

If any individual engages in behavior that, in the discretion of BEACH HOUSE COWORK, is inappropriate, detrimental to the community, dangerous, or illegal, then BEACH HOUSE COWORK shall have the right to immediately remove the individual responsible from Building Premises and bar that individual’s re-entry. For a Team Membership, such behavior will not result in a cancellation of the Membership, but the individual responsible will not be allowed on Building Premises. For an individual Membership, such behavior will result in termination of the Membership.

For any other breach of this Agreement, BEACH HOUSE COWORK shall deliver written notice describing the breach to you, and you shall have five (5) business days to remedy the breach to the satisfaction of BEACH HOUSE COWORK. If the breach is not remedied within said five-day period, BEACH HOUSE COWORK will have the right to terminate the Membership immediately. BEACH HOUSE COWORK will determine whether the Membership will be terminated in regard to individual Team Members, all Team Members and/or to you.

Notwithstanding anything to the contrary herein, in the event BEACH HOUSE COWORK’ right to occupy the Building Premises is terminated for any reason, BEACH HOUSE COWORK shall have the right to terminate this Membership immediately.

Office Space Not Timely Available. If we are unable to make the office space listed on your Initial Invoice available by the Start Date, you will not be obligated to make payments of the Membership Fee until such office space is made available to you. If the office space is not made available to you within 30 days of the Start Date, you may terminate this Agreement by providing us notice of such termination at any time following the expiration of such 30 day period and before the office space is made available to you. Upon timely notice of termination, BEACH HOUSE COWORK will refund you all fees paid to us in connection with such office space.

Termination Due To Vacation or Abandonment of Workspace. If you vacate or abandon the workspace(s) assigned to you by BEACH HOUSE COWORK, such vacation or abandonment will be considered a breach of this Agreement.

Effect of Termination. Upon the termination or expiration of this Membership, your right to use your assigned seats or office space will end and you will remove all of yours and your guests’ property from the Building Premises. Note that you will have no right to any of the property provided by BEACH HOUSE COWORK, including, but not limited to, the IT-related equipment and software, office equipment, phones and office furniture. Any of your personal property not removed within 48 hours after the termination of this Membership will, at our election, become our property, which may be disposed of by us at any time and in any manner we deem appropriate.

VI. THE BUILDING COMMUNITY CONCEPT

Shared Workspace. BEACH HOUSE COWORK is a shared workspace, which means you will be working in an open workspace and sharing the space with others. It needs to be kept clean and orderly. That means clearing your stuff from your shared workspace when you leave. If you leave your stuff at the Building Premises, it is at your own risk. We have security cameras, but we’re not responsible for your stuff or the actions of any third parties.

Moving for Building Premises Events. We host events, both public and members-only, several times per week and usually at night. At those times, we may ask you to move your workstation. When possible, we will try to reserve for you a quiet place on Building Premises to work through an event but we can’t guarantee that there will be sufficient availability on the Building Premises to support your specific needs. Please also note that we are 24/7, but not 365. Every now and then - just a few times a year - we may close entirely as a workspace in order to host large community events. Your Membership Fee will NOT be prorated, as these events are an important part of what makes BEACH HOUSE COWORK special. If you have a dedicated desk, you will rarely be asked to move for an event. If you have an office, you will probably never be asked to move for an event (unless the President comes to visit again J).

Relocation of Dedicated Space Members. Because we are managing a Building Premises for the good of all the community, and not an office building with individual tenants, there may be situations where we ask you to relocate your reserved desk or office. We will do our best to relocate you to a similar desk or office, however, if we are unable to accommodate you, you will be allowed to terminate your Membership without notice or penalty. And, if we have to relocate you to an office or desk that has a lower base membership fee associated with it, we will adjust your fees accordingly. At the close of business on the third business day after a relocation request, if you have not yet voluntarily relocated to your new assigned workspace(s), BEACH HOUSE COWORK has the right to move your property to your new workspace(s) and will not be liable for any damage caused by such relocation.

Suitability and Comfort. The very nature of a large, shared working environment is such that the standards for issues such as aesthetics and room temperature vary from individual to individual. In attempting to satisfy the collective and varied standards of the large group of people working in the Building Premises, it is sometimes possible that an individual’s standards will not match those of the majority of occupants and so, unfortunately, your standards may not be met from time to time. If this ever happens and you feel that the Building Premises is not meeting your individual standards, you have the right to terminate this Agreement as described herein.

VII. BEACH HOUSE COWORK COMMUNITY RULES

Building Premises Access. Members will be provided a key card to access the Building Premises and you are required to scan your key card every time you come on Building Premises to work. If you’re here only for a public event or members-only event, then you aren’t required to scan. If you are on a “pay as you go” membership, scanning your key card will determine your usage and you will be on the honor system – however if we find that you violate this policy we may cancel or suspend your Membership. Keys, key cards and other such items used to gain physical access to the building or the office space remain our property and you will be responsible for safeguarding our property and may be liable for replacement fees should any such property be lost, stolen or destroyed. You will not make any copies of any keys or other means of entry to the Building Premises or lend, share or transfer any keys or key cards to any third party.

Use of the Building Premises. The Building Premises may only be used for general office purposes and all legal uses ancillary thereto that are in compliance with this Agreement and the Initial Invoice and any subsequent Current Invoice or other written notices from us.

Guest Policy. You can bring guests and visitors to Building Premises so long as they check in at the front desk, including entry into the BEACH HOUSE COWORK Check-in Application, and abide by the rules specified in this Agreement. You are limited at any one time to having a maximum of 3 guests for a maximum of 3 hours at a time, and at all times such guests must be accompanied by or working with you while on Building Premises. Note that anyone you allow to enter Building Premises, even if you are just opening the door for someone, is considered your guest and you agree to take legal responsibility for your guests and their actions while they are on Building Premises.

Cleanliness. You will maintain in good condition, at your sole cost and expense, the workspace(s) assigned to you by BEACH HOUSE COWORK. That means cleaning up after yourself at your workstation, in the kitchen and in the bathrooms. If you use any BEACH HOUSE COWORK equipment (monitors, adapters, etc.), we ask that you put them back where you found them.

Decorum. You will not harm or damage in any way the Building Premises or any part of it, commit waste, create nuisance (including bothering neighbors of the Building Premises or other members at the Building Premises), make any use of the Building Premises which is offensive, in the sole discretion of BEACH HOUSE COWORK, and/or commit any act which would tend to injure the reputation of BEACH HOUSE COWORK or the Building Premises, in the sole discretion of BEACH HOUSE COWORK.

Respect Your Neighbors. While on Building Premises, respect the professional work environment of your fellow members. This includes using your “inside voice” when having discussions or phone calls. Also, Building Premises may feel like a comfortable space, but it is not your living room. Be considerate of how your actions affect your fellow members. Do not misrepresent yourself to BEACH HOUSE COWORK or the BEACH HOUSE COWORK community, either in person or online. Finally, all members are expected to be a positive influence to neighbors on and off Building Premises. Treat the community around BEACH HOUSE COWORK with care. That means no loitering, smoking, littering or phone calls in the areas adjacent to Building Premises.

Non-solicitation. While on Building Premises you will not employ or solicit for employment any other member or guest. BEACH HOUSE COWORK will have no obligation to enforce this provision and in no way will be liable to you for any breach of this provision by any other member or guest of the Building Premises.

Internet. You may not use the ethernet/internet service provided by BEACH HOUSE COWORK for any unlawful or illegal purpose, including unauthorized BitTorrent downloads or for viewing pornography. You agree not to send unsolicited commercial email (spam) using the internet services provided by BEACH HOUSE COWORK, and to cooperate as requested by BEACH HOUSE COWORK in the event BEACH HOUSE COWORK needs to remove viruses, worms, Trojans, bots and any and all other malware or interference in its computer systems. To minimize interference with the common wireless data and voice network(s) BEACH HOUSE COWORK provides for the use of all members and guest(s) of the Building Premises, you agree that you will not set up an independent wireless network or VoIP system at the Building Premises without prior consultation and written approval from BEACH HOUSE COWORK.

BEACH HOUSE COWORK Property. You may not remove any of BEACH HOUSE COWORK’ furniture, equipment or materials from the Building Premises at any time without BEACH HOUSE COWORK’ prior written approval. You will only use the workspace(s) assigned by BEACH HOUSE COWORK and won’t encroach upon or obstruct the neighboring members, any common areas of the Building Premises, passageways or use any other areas for any other purpose unless otherwise provided for herein without the prior written consent of BEACH HOUSE COWORK. You may not attach or affix any items to the walls, install antennas, or telecommunication lines or devices in the office space or bring additional furniture into the office space, in each case without our prior written consent.

Damage or Repairs. Basically, if you break it (or lose it), you bought it. This means that we will have to charge you for replacement of lost keys or other items you borrow from us, or any damage done to Building Premises by you or your guests. You agree to reimburse BEACH HOUSE COWORK for the cost of any repairs made due to any damage or defacement caused by you, beyond ordinary wear and tear, within 10 days following BEACH HOUSE COWORK’ notice to you of such repairs.

Compliance with Laws. You will comply with all laws, ordinances, orders and regulations affecting your business and this Membership. You acknowledge that no trade or occupation will be conducted in the Building Premises or use made thereof, which will be unlawful, improper or offensive, or contrary to any law or any municipal by-law or ordinance in force by the respective city, county, state or Federal authority. We must also comply with applicable laws, and as such we may disclose information about you or your Team Members as necessary to satisfy any applicable law, regulation, legal process or government request.

VIII. ADDITIONAL AGREEMENTS

This Agreement Grants You A Membership. In exchange for the Membership Fee, BEACH HOUSE COWORK grants you a revocable (meaning we can revoke it at any time), non-exclusive (as in other people will also have a right to use the Building Premises) and conditional (meaning the license is conditioned upon you abiding by the terms of this Agreement) license to use and occupy, from time to time, one or more seats at the Building Premises (i.e., your “Membership”). Your Membership is not a “lease” and does not give you any right, title or interest in or to any part or all of the Building Premises or the right to possess or enjoy any part or all of the Building Premises. BEACH HOUSE COWORK retains all rights to legal possession and control of the Building Premises and the space or spaces provided by BEACH HOUSE COWORK. As such, any applicable Landlord-Tenant laws do not govern this Agreement and by signing below you are specifically waiving any and all rights that you may have under any applicable Landlord-Tenant laws.

Access by BEACH HOUSE COWORK. You acknowledge that the active management by BEACH HOUSE COWORK of the Building Premises necessitates that BEACH HOUSE COWORK be able to access the Building Premises, without advance notice, in order to, among other things, provide services to the Building Premises, view the condition of the Building Premises, and make alterations and repairs as necessary. BEACH HOUSE COWORK will make reasonable efforts to ensure that such visits do not disrupt your operations, but BEACH HOUSE COWORK is not liable for any damages to you that result from any such disruptions.

Pets. If your workspace is in a building designated by us to be one in which pets are permitted, and if you or one of your Team Members plans on regularly bringing a pet on Building Premises, we may require you to produce proof of vaccination for such pet in a form satisfactory to us. All pets should remain inside the office space unless accompanied by you or a Team Member. If you bring a pet into the building, you will be responsible for any injury caused by this pet to other members or guests or to the property of the foregoing, and you must abide by all building rules. Neither we nor our employees will be responsible for any injury to such pets. We reserve the right to restrict your right to bring a pet on Building Premises.

Filming, Photography and Intellectual Property. We periodically film or photograph our workspace and maintain a website and other marketing materials for promotional purposes. Unless you notify us otherwise, you grant BEACH HOUSE COWORK permission to use your image, likeness, name(s), mark(s) and sound of voice as recorded on audio or video and waive any right to royalties or other compensation arising therefrom. Note that your image may be edited, copied, exhibited, published or distributed and you waive the right to inspect or approve the finished product wherein their likeness appears. There is no time limit on the validity of this release nor is there any geographic limitation on where these materials may be distributed. If you request that your corporate logo not appear in any video or photo, you must notify us in writing and, not later than 5 business days following your request, will remove all references to your name or mark on BEACH HOUSE COWORK’ website and any other print or electronic publications created on behalf of BEACH HOUSE COWORK. You will not use the word “BEACH HOUSE COWORK” or other distinctive brand features of BEACH HOUSE COWORK in any of Membership’s name(s), logo(s) or other means of identifying Membership or its business without the prior written consent of BEACH HOUSE COWORK.

Indemnification. Each party agrees to indemnify, defend and hold the other party, their respective managers, employees, agents, contractors, lessees, parents, subsidiaries, affiliates and the successors or assigns of any of the above mentioned parties harmless from and against any and all claims, actions, liens, demands, expenses and judgments for loss, damage or injury to property or persons in any way connected with, the conduct or management of each party’s business, or otherwise arising from this Membership or your activities hereunder, including all costs, expenses and reasonable attorneys’ fees. Each party will also indemnify the other party for all costs, expenses and reasonable attorneys’ fees incurred by such party to enforce this indemnity provision of the Agreement. To qualify for indemnification under this section, the indemnitees listed above cannot have engaged in fraud, willful misconduct or gross negligence.

Insurance. You, at your sole cost and expense, may obtain insurance for your own protection, we, at our sole cost and expense will obtain insurance for our own protection. In no event will BEACH HOUSE COWORK be liable for any loss or damages to you, your Team Members, your guests or your property – this is what your insurance is for.

Waiver of Claims. To the fullest extent permitted by law, You, on your own behalf and on behalf of any Team Members, guests and invitees and affiliates, do hereby forever release, waive, acquit and discharge any and all demands, settlements, damages, actions, causes of action, suits, covenants and liabilities against us and our affiliates (as defined below) on account of, arising out of or related to loss, theft, damage or injury to persons, property or businesses, regardless of the cause. As used above, “affiliates” will mean any and all parent, sister and/or subsidiary companies, agents, partners, attorneys, family members, employees, independent contractors, officers, directors, shareholders, managers, members, insurers, consultants, predecessors, successors, or assigns.

Limitation of Liability. The aggregate monetary liability of us or our Affiliates to you, any of your Team Members, or you or their guests for any reason and all causes of action, will not exceed the total fees paid by you to us under this Agreement. We and our Affiliates will not be liable under any cause of action for any indirect, special, incidental, consequential or punitive damages, including loss of profits or business interruption. You may not commence any action or proceeding against us or our Affiliates, whether in contract, tort or otherwise, unless the action, suit or proceeding is commenced within 1 year of the cause of action’s accrual.

IX. MISCELLANEOUS

Modification of Terms. We reserve the right to make changes to this Agreement from time to time, upon the delivery of a written notice at least 30 days in advance of the effective modification (the “Modification Notice”). If you object to any such changes, you must provide a written notice of your objection within ten days of the Modification Notice, after which you will have the right to continue to use the Building Premises for an additional 30 days before this Agreement will terminate without penalty and you must cease using the Building Premises. You will be deemed to have accepted any such modifications, and such modifications will automatically become part of this Agreement, if you do not provide written notice of your objection within ten days of the Modification Notice, and, in any event, upon payment of any Current Invoice containing such modification of terms. This Agreement, as modified by any Modification Notice not objected to by you, contains all covenants, promises, agreements, conditions and understandings between BEACH HOUSE COWORK and you with respect to the subject matter contained herein, and supersedes and replaces all prior or contemporaneous understandings or agreements, either oral or written, between them other than those specified in this Agreement.

Not a Partnership. Nothing contained in this Agreement will be considered, in any way, to constitute a partnership between BEACH HOUSE COWORK and you.

Severability. If any provision of this Agreement is held to be void, invalid or otherwise unenforceable (either in whole or in part), the remaining portions of this Agreement will remain in effect and the parties hereto will use their best efforts to substitute the void, invalid or unenforceable provision with a new provision of like intent and effect.

Assignment. You will not sell, assign, mortgage, pledge, sublicense, grant concessions or transfer this Membership or any interest in it, without prior written approval from BEACH HOUSE COWORK, which may be withheld at the sole and absolute discretion of BEACH HOUSE COWORK.

Subordination. Your rights under this Membership will be subject and subordinate at all times to: (i) all ground leases, underlying leases, and subleases that may now exist or hereafter be executed affecting either or both of the seat(s) assigned by BEACH HOUSE COWORK and the Building Premises; and (ii) any mortgage or deed of trust that may now exist or hereafter be placed upon all or any portion of the Building Premises or any ground leases or underlying leases for the benefit of BEACH HOUSE COWORK.

Alternative Dispute Resolution. BEACH HOUSE COWORK and you agree to first mediate any dispute or claim arising between them out of this Agreement, or any resulting transaction before resorting to arbitration or court action. Mediation fees, if any, will be divided equally among the parties involved. If any dispute or claim between BEACH HOUSE COWORK and you is not settled through mediation, then such claim or dispute will be decided by neutral, binding arbitration, and arbitrated by a retired judge or justice provided by the American Arbitration Association, unless the parties mutually agree to a different arbitrator. Enforcement of this agreement to arbitrate will be governed by the Federal Arbitration Act.

Attorneys’ Fees and Costs. You will reimburse BEACH HOUSE COWORK for all reasonable expenses and attorneys’ fees and disbursements that BEACH HOUSE COWORK incurs in connection with a default by you under this Agreement or the enforcement of any provision or covenant of this Agreement against you, regardless whether suit is commenced or judgment is entered. In any action at law or in equity to enforce any of the provisions or rights under this Agreement, the unsuccessful party must pay to the prevailing party all costs, expenses, and reasonable attorneys’ and experts’ fees and costs, as well as costs of suit, that the prevailing party incurs therein.

Choice of Law. This Membership will be governed by, construed, and enforced in accordance with the laws of the State of California without application of its conflict of laws principles.

Notices. Any notice required by any provision hereof will be given in writing and either personally delivered or delivered by electronic mail to BEACH HOUSE COWORK or you, as the case may be, at its respective address. Every such notice will be deemed to have been given when actually received by the recipient. Either party may designate another address for notice by providing notice to the other in compliance with this provision. The address and contact phone number for BEACH HOUSE COWORK is:

BEACH HOUSE COWORK

2219 Main St

Santa Monica,CA 90405 Email: info@beachhousecowork.com

Attn: Accounting Department

Waiver. Neither BEACH HOUSE COWORK nor you will be deemed by any act or omission to have waived any of its rights or remedies under this Agreement unless such waiver is in writing and signed by the waiving party.

Survival. All provisions of this Agreement reasonably expected to survive the termination of this Agreement, will do so.

Headings. The headings in this Agreement are for convenience only and are not to be used to interpret or construe any provision of this Agreement.

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