BRIDGEWORKS TERMS AND CONDITIONS OF MEMBERSHIP

Membership Benefits

Subject to the terms of this agreement and compliance with the Rules that we have established, we will provide each Member the real estate benefits described below the “Benefits.”

• Access to the co-working or office space specified in the Membership Application.
• Cleaning of the co-working and office space, provided access is available.
• Counter top and chairs for the office space.
• Access to and use of the shared Internet connection.
• For offices and monthly members only (unless prior arrangements have been made), use of the photocopiers. You are entitled to a number of printouts and copies per month specified in the Membership Application. The number of printouts and copies may not be rolled over from month to month. Printouts and copies in excess of the amount specified are subject to fees as specified in the Membership Application and is subject to change from time to time.
• Subject to availability, use of the conference rooms during regular business hours on regular business days. You are entitled to a number of hours per month specified in the Membership Application. The conference room allowance may not be rolled over from month to month. Use of the conference rooms in excess of such number of hours is subject to fees as specified in the Membership Application and is subject to change from time to time.
• Heat and air-conditioning in the co-working and office space during regular business hours on regular business days.
• For offices and monthly co-working members only acceptance of mail and deliveries on behalf of your business during regular business hours on our regular business days.

Business Hours/Days

“Regular business hours” are generally from 9:00 a.m. to 6:00 p.m. with the exception of days prior to U.S. federal holidays, when our regular business hours end at approximately 2:00 p.m. “Regular business days” are all weekdays, except U.S. federal holidays and other days which we may advise from time to time.

Updating the Member List

You are responsible for maintaining the accuracy of the names of the Members on the Member List attached to the Membership Application. If you have any changes to the individuals designated as Members, before such changes take effect, the primary member must notify the building manager in writing. Any changes must be approved by management.

Our Reserved Rights

We are entitled to access your office space, with or without notice, for maintenance, safety or emergency purposes. We reserve the right to move or alter your office space.
We may modify or reduce the list of Benefits at any time with prior notice. The Benefits may be provided by us, an affiliate or a third party.

Rules

You and any Member and guest that you bring to our location agree to comply at all times with the Rules that we have established for the operation of the premises. Any breach of these Rules shall be grounds for termination of this agreement in our sole and absolute discretion. Our current Rules and Regulations which may be up dated from time to time can be found at www.bridgeworkslongbeach.com/rules.

FEES

Commitment Fees.

Upon submitting a signed and completed agreement, you will be obligated to pay the nonrefundable commitment fee indicated on the Membership Application.

Security Deposit

On the start date, the commitment fee will convert automatically into a security deposit. The security deposit is not intended to be a reserve from which fees may be paid. In the event you owe us other fees, you may not rely on deducting them from the security deposit, but must pay them separately. The security deposit will be returned to you no later than thirty (30) days following the termination of this agreement, subject to the complete satisfaction of your obligations under this agreement.

Payment of Fees and Charges

Membership fees are due in advance on the first of the month during the term of this agreement. The fee schedule is listed at www.bridgeworkslongbeach.com/Fees and is subject to change from time to time If payment for the monthly membership fee or any other accrued and outstanding fee is not made by the tenth of the month, you will be responsible to pay a late charge. We may withhold benefits or terminate this agreement if any outstanding fees are due or if you or any Member does not comply with the terms and conditions of this agreement or any rules and regulations we establish.

TERMINATION

Term

This agreement will be effective when signed by both parties and payment is made by you of any set-up and commitment fees. Each membership will begin on the later of the Start Date specified in the Membership Application and the date you request the addition of such individual to the Member List. Each membership will terminate upon the earlier of the termination of the agreement, your removal of a Member from the Member List or our notification to you that a Member violated these Terms and Conditions. If the Start Date is a Business Day, the Members will be entitled to move into the office space on the Start Date. If the Start Date is not a Business Day, the Members will be entitled to move into the office space on the first Business Day after the Start Date no earlier than 11 a.m.

Cancellation Prior to Start Date By You

You may cancel this agreement prior to the Start Date upon delivery of notice to us and may be entitled to a full or partial refund of the commitment fee upon the following terms: (i) if notice of termination is received by us more than twenty one (21) days prior to the Start Date, you will be refunded all fees paid by you and received by us; and (ii) if notice of termination is received by us less than twenty one (21) days from the Start Date, you will be refunded fifty percent (50%) of the commitment fee.

Office Space Not Timely Available

If we are unable to make the office space available by the Start Date, we will not be subject to any liability therefore, nor will such failure affect the validity of this agreement. In this event, you will not be obligated to make payments of the membership fee until the office space is made available to you. If the office space is not made available to you within fifteen (15) days of the Start Date, you may terminate this agreement by providing us with notice of such termination at any time before the office space is made available to you. If you elect to terminate this agreement under this provision, we will refund to you all fees paid by you and received by us.

Termination After the Start Date by You

You may terminate this agreement by delivering to written notice executed by the Primary Member at least thirty (30) days prior to the termination. You expressly agree that you may specify only the last business day of the calendar month as the termination date and you will not be entitled to pro ration with respect to such last month’s membership fee. For example, if you deliver a 30-day termination notice on March 15, the termination will not be effective until April 30. This paragraph also applies to changes of office space within the Premises initiated by you. On such last business day, you must vacate the office space no later than 4:00 p.m.

Termination After the Start Date by Us

We may immediately terminate this agreement: upon breach of this agreement by you or any Member; upon termination of our rights in the Premises; or at any other time, when we, in our reason- able discretion, see fit to do so. You will remain liable for past due amounts and we may exercise our rights to collect due payment despite termination of this agreement.

Removal of Property upon Termination

Prior to the termination of this agreement, you will remove all of your property from the office and co-working space. After providing you with reasonable notice, we will be entitled to dispose of any property remaining in or on the office space after the termination of this agreement without any obligation to store such property, and you waive any claims or demands regarding such property or our handling of such property. You will be responsible to pay any fees reasonably incurred by us regarding such removal. Following the termination of this agreement, we will not forward or hold mail or other packages delivered to us.

Changes to or Removal of Primary Member

A Primary Member generally has the sole authority to make changes to or terminate this agreement. However, an executive officer of the company will have the authority to override the request of a Primary Member, provided that we receive such a request within 24 hours following such Primary Member’s request. An executive officer of the company will also have the authority to remove or replace the individual serving as the Primary Member. In certain circumstances, the individual designated as the Primary Member may cease to provide benefits to the company or cease using the office space regularly. Unless we receive instructions from an executive officer of the company, we will use our reasonable judgment in designating a replacement Primary Member. We will be entitled to rely on communications to or from such person as notice from or to the company. We will be entitled to request reasonable information to confirm that an individual claiming to be an executive officer of the company truly is one.

OTHER PROVISIONS

Technology Release

In order to utilize all the functionalities offered by us, it may be necessary to install software onto a Member’s smart phone tablet or computer. In addition, from time to time, at a Member’s request, we or an affiliate may help troubleshoot problems a Member may have in trying to access certain functionalities, such as printing or accessing the Internet. Regarding the foregoing, you agree that we and our affiliates are not responsible for any damage to any Member’s computer system related to such technical support or downloading and installation of any software. In addition you agree that you are responsible for maintaining your own personal firewall settings. Access to publicly shared internet access is not secure and accordingly you must adhere to a security policy such that others that may access our service or our routers will not be able to access any devices you have set up on our network and your data.

Waiver of Claims

To the extent permitted by law, you, on your own behalf and on behalf of the Members, your employees, agents, and invitees, waive any and all claims and rights against us and our affiliates, and each of our and their members, assignees, officers and directors resulting from injury or damage to, or destruction, theft, or loss of property or person.

Limitation of Liability

The aggregate monetary liability of us or our affiliates to you, the Members, or your or their guests for any reason and for 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 affiliate, whether in contract, tort, or otherwise unless the action, suit, or proceeding is commenced within one (1) year of the cause of action’s accrual.

Indemnification

You will indemnify us and our affiliates from and against any and all claims, liabilities, and expenses including reasonable attorneys’ fees, resulting from any breach of this agreement by you or the Members or their guests or pets or their actions or omissions. If any such claim, action, or proceeding is brought against us or our affiliates, you, will at your expense, upon written notice from us, defend such action or proceeding by counsel approved by us. You are responsible for the actions of and all damages caused by all persons and pets that you, the Members or their guests invite to enter the building.

Insurance

You are responsible to maintain, at your own expense, personal property insurance and commercial general liability insurance covering you and the Members for property loss and damage, injury to the Members and the Members’ guests and prevention of or denial of use of or access to, all or part of the Premises in form and amount appropriate to your business. With respect to office members we Bridgeworks LLC and 780 Realty Associates LLC our landlord shall be named as additional insureds’ on any such policies of insurance at our request . You shall provide proof of insurance upon our request.

Pets

If we expressly permit in writing in our sole and absolute discretion a Member who plans on regularly bringing a pet into the office space, we will require the Member to produce proof of vaccination for such pet in a form satisfactory to us. All pets should remain inside the office space accompanied by a Member at all times. If any Member brings 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. Neither we nor our employees will be responsible for any injury to such pets. We reserve the right to restrict any Member’s right to bring a pet into the building.

Other Members

We do not control and are not responsible for the actions of other members. If a dispute arises between members or their invitees or guests, we shall have no responsibility or obligation to participate, mediate or indemnify any party.

Class Action Waiver

Any proceeding to resolve or litigate any dispute in any forum will be conducted solely on an individual basis. Neither you nor we will seek to have any dispute heard as a class action or in any other proceeding in which either party acts or proposes to act in a representative capacity. No proceeding will be combined with another without the prior written consent of all parties to all affected proceedings.

MISCELLANEOUS

Nature of the Agreement

Not withstanding anything in this agreement to the contrary, you and we agree that our relationship is not that of landlord-tenant or lessor-lessee and this agreement in no way shall be construed as to grant you or any Member any title, easement, lien, possession or related rights in our business, the Premises or anything contained in the Premises. This agreement creates no tenancy interest, leasehold estate, or other real property interest. Rather you have a revocable license to use our facilities and enjoy the Benefits. This agreement shall not be deemed to create a fiduciary or agency relationship, or partnership or joint venture. Neither party will in any way misrepresent our relationship.

Updates to the Agreement

We may from time to time update this agreement and will provide notice to you of these updates. You will be deemed to have accepted the new terms of the agreement following the completion of one (1) full calendar month after the date of notice of the update(s). Continued use of the office space or Benefits beyond this time will constitute acceptance of the new terms.

Governing Law; Arbitration

These terms of service and any dispute arising out of these terms (including any non-contractual disputes) will be governed by and interpreted according to the laws of the State of New York, without giving effect to its principles or rules of conflict of laws. Any claim (excluding claims for injunctive or other equitable relief) where the total amount of the award sought by either party is less than $10,000 shall be resolved via binding non-appearance-based arbitration initiated through the American Arbitration Association (“AAA”). The AAA Rules are available online at www.adr.org or by calling the AAA at 1-800-778-7879. In any such arbitration, the parties and AAA must comply with the following rules: (a) the arbitration shall be conducted by telephone, online and/or be solely based on written submissions, where the specific manner shall be chosen by the party initiating the arbitration; (b) the arbitration shall not involve any personal appearance by the parties or witnesses unless otherwise mutually agreed by the parties; (c) the arbitrator may award injunctive or declaratory relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party’s individual claim; and (d) any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. Any claim which is not subject to arbitration pursuant to the foregoing paragraph shall be adjudicated exclusively in the courts located in the County of Nassau and in the federal courts in the Eastern District of New York. Nothing in this agreement shall prevent either party from seeking remedies in small claims courts of competent jurisdiction, or from seeking injunctive relief in any court of competent jurisdiction.

Waiver

Neither party shall be deemed by any act or omission to have waived any of its rights or remedies hereunder unless such waiver is in writing and signed by the waiving party.

Subordination

This agreement is subject and subordinate to our lease with our landlord of the Premises and to any other agreements to which our lease with this landlord are subject to or subordinate to.

Extraordinary Events

Neither party is liable for, and will not be considered in default or breach of this agreement on account of, any delay or failure to perform as required by this agreement (with the exception of any obligations on your part to pay any sum of money due to us under this agreement) as a result of any causes or conditions that are beyond such party’s reasonable control and which such party is unable to overcome by the exercise of reasonable diligence, provided that the affected party will use best efforts to resume normal performance.

Separable Provisions

Each provision of this agreement shall be considered separable. To the extent that any pro- vision of this agreement is prohibited, this agreement shall be considered amended to the smallest degree possible in order to make the agreement effective under applicable law.

Survival

All provisions of this agreement reasonably expected to survive the termination of this agreement will do so.

Notices

Any and all notices under this agreement will be given via email, and will be effective on the first business day after being sent. All notices will be sent via email to the email addresses specified on the cover sheet, except as otherwise provided in this agreement. The Primary Member is the only person who may send or receive notice on your behalf, except as otherwise provided in this agreement.

Attorneys’ Fees

If any action, suit, or proceeding is instituted to interpret, enforce, or rescind this agreement, or otherwise in connection with this agreement, the prevailing party will be entitled to recover, in addition to any other relief awarded, the prevailing party’s reasonable attorneys’ fees and other fees, costs and expenses of every kind in connection with the action, suit, or proceeding, any appeal or petition for review, the collection of any award or the enforcement of any order, as determined by the court.

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.

No Assignment

You may not transfer or otherwise assign any of your rights or obligations under this agreement with- out our prior consent.