Member Terms of Use

COWORK BRIGHTON LICENSE AGREEMENT

Made as of this date by and between “{{SpaceLegalName}}” of 324 W. Main Street (“Licensor”) and {{SpaceSignatoryFullName}}, the (“Licensee”).

AS TO COWORK BRIGHTON LOCATION:

WHEREAS, Pursuant to the “lease” dated as of {{SubscriptionStartDate}}, between Cowork Brighton LLC, as Landlord/Lessor (“Landlord”), and {{SpaceSignatoryFullName}} as Tenant/Licensee (“Cowork Brighton” or “Licensor”), Licensor is the Lessee of office space located on the second floor at 324 W. Main Street (referred to herein as “Cowork Brighton”) including a space in which desks are located (the “Desks”); and

WHEREAS, Licensor wishes to license to Licensee and Licensee wishes to receive a license from Licensor to use a Desk in Cowork Brighton pursuant to the provisions of this license agreement (respectively the “Desk” and the “License”).

WHEREAS, in consideration of the forgoing recitals, promises, conditions, agreements and covenants herein contained and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Licensor and Licensee, each of them intending to be fully and legally bound, agree as follows:

LICENSE TERMS

Compliance

You agree to abide by and cause your employees, agents, guests, invitees, contractors and subcontractors (“Invitees“) to abide by this Agreement and any applicable House Rules provided by the Licensor.

Possession and Delivery

The Space is accepted by the Licensee in its “as-is” “where-is” condition and configuration. If, for any reason, The Licensor is unable to provide use of the Space at the anticipated Start Date, you agree that the Term shall be automatically postponed until possession becomes available. The Licensor’s failure to deliver possession of the Space shall not subject the Licensor to any liability for loss or damage, nor shall it affect the validity of the License. If the Licensor does not deliver possession of the Space within one week after the anticipated Start Date, the Licensee shall have the right to cancel the License with no penalty and be entitled to a full refund of amounts paid.

Workspace

Use and Access

You agree to use the Space provided to you for general office purposes only and you may not use the Space to carry out any illegal activities or use the Space (A) in violation of law, the House Rules or any other reasonable regulations or rules adopted by The Licensor during the Term, or (B) for any immoral, unlawful, or objectionable purposes. Further, you shall not use or permit the usage of any illegal drug or substance and shall not make or permit any unreasonable or unnecessary noises or odors in or upon the Space or the Building. You shall not commit, or suffer to be committed, any waste upon the Space or any nuisance (public or private) or other act or thing of any kind or nature whatsoever that may disturb the quiet enjoyment or cause unreasonable annoyance of any other occupants in the Building.

You agree not to exceed the Maximum Occupancy of the Space.

You shall not make alterations, additions, or improvements to the Space, including the installation of lighting or any phone or data lines.

You shall not generate, store, install, dispose of or otherwise handle any hazardous materials in the Space, or in or around the Building, in any manner contrary to any applicable law. You shall be

liable for the costs of any removal, clean-up, and/or remediation of any hazardous materials released by you or your Invitees.

You agree that the Licensor has the right upon 30 days written notice, to require that you relocate to another Space in the same Building of equal or larger size and similar configuration for the remainder of the Term, provided that the Fees for such new workspace are no greater than the Fees for your current Space.

The Licensor or its authorized representatives may enter the Space at any time and such access rights shall not give rise to any decrease or abatement of Fees or Taxes. Unless there is an emergency, the Licensor will, as a matter of courtesy, try to inform you in advance when the Licensor needs access to the Space to carry out testing, repair or work other than routine inspection, cleaning and maintenance. Repair work shall be done solely at the discretion of the Licensor and the failure of the Licensor, for any reason, to furnish any maintenance or repairs shall not render the Licensor liable to you, constitute a constructive eviction, or give rise to a refund or abatement of Fees.

You shall not cause or permit any lien to be placed on the Space, the Building or the land underlying the Building. Any such lien shall be discharged by you within 10 days of you becoming aware of such lien.

Good Care

You must take good care of and not damage, waste, or make any changes to the Space or space leased or owned by the Licensor of which the Space is a part (the “Cowork Brighton Area”), or the Building. You shall not alter, add, replace, remove or damage any furnishings, equipment, or other personal property located in, on, or around the Space, the Shared Facilities, the Host Area or the Common Areas which is not owned by you or your Invitees (“Cowork Brighton Property“). At the expiration or earlier termination of this Agreement, you must deliver the space and all Cowork Brighton Property to the Licensor in good condition, normal wear and tear excepted. If any damage (beyond normal wear and tear) to the Space or the Cowork Brighton Property should occur while in your care, custody or control, you agree to pay reasonable repair/replacement costs and to notify the Licensor immediately upon discovery of such damage occurring, but no later than 8 hours later.You are liable for any damage caused by you or your Invitees to the Space, the Shared Facilities, the Common Areas, the Cowork Brighton’s Property or the Building. YOU DISCLAIM AND WAIVE ALL WARRANTIES WITH RESPECT TO COWORK BRIGHTON’S PROPERTY, BOTH EXPRESS AND IMPLIED, INCLUDING BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY FOR A PARTICULAR PURPOSE.

Common Areas

If available at the Building, you may also have access to and non-exclusive use of any portions of the Building designated for common use of tenants and others (“Common Areas”), as, and to the extent, described in the House Rules. The Common Areas may be changed, relocated, altered, eliminated or otherwise modified at any time during the Term without the consent of, or notice to, Guest.

Shared Facilities

If available at the Building, you may also have access to and non-exclusive use of any shared conference rooms, office equipment, and kitchenettes (the “Shared Facilities”) located near the Space on a first-come, first-served basis as, and to the extent, described in the House Rules. The Licensor may make changes to the Shared Facilities from time to time during the Term including, without limitation, removal of all or portions of the Shared Facilities without your consent or notice to

you.

Name and Address

You may only conduct business in your name. You shall not put up any signs on the doors to the Space or Building or anywhere else, which are visible from outside the Space you are using, or the Building.

Mail and Packages

Mail and packages may be delivered to you at the Space or Building. The postal services may be subject to additional federal, state, and local requirements.

Conduct

You acknowledge that the Licensor is and will continue to be an equal opportunity employer and that the Licensor prohibits any form of discrimination in employment, against any of its employees (whether by its employees, its clients, including you, or others), including, on the basis of race,color, creed, religion, age, gender, marital status, sexual orientation, national origin, or disability, or other characteristics protected by law. In recognition of this policy, you and your officers, directors, employees, shareholders, partners, agents, representatives, contractors, customers, or invitees shall be prohibited from participating in any type of harassing or abusive behavior to employees of the Licensor or its affiliates, other clients or invitees, verbal or physical in the Building for any reason. You further agree, upon the request of the Licensor, to cooperate with the Licensor in its efforts to enforce and maintain its equal employment opportunity, nondiscrimination and anti-harassment policies. The Licensor may immediately terminate this Agreement without cost or penalty if Guest or any of Guest’s staff engage in any behavior that the Licensor deems is contrary to such policies.

Confidentiality

Both the Licensor and Guest agree that during the Term and thereafter, the recipient of any nonpublic information of the other party that is designated as confidential or proprietary, that the receiving party knew or reasonably should have known was confidential or proprietary, or that derives independent value from not being generally known to the public (“Confidential Information”), will not at any time be disclosed to any person by such recipient or used for such recipient’s own benefit or the benefit of anyone else without the prior express written consent of a corporate officer of the party that owns such Confidential Information. The parties agree that if there is a breach of this obligation by either party, the other shall have the right to request any remedy in law and/or equity including, but not limited to, appropriate injunctive relief or specific performance, as may be granted by a court of competent jurisdiction. Notwithstanding the foregoing, Guest accepts all risk to its intellectual property interests used in the Space, and the Licensor shall have no liability arising from, your disclosure (whether intentional or not) of any of your Confidential Information to any third parties present in or around the Space or the Shared Facilities.

Non-Solicitation

Neither the Licensor nor their guests nor their respective employees and agents shall knowingly solicit, recruit, hire or otherwise employ or retain the employees of the other during the Term and for 90 days following its termination or expiration without the prior written consent of the other party. Either party may solicit or recruit generally in the media. Either party may hire, without prior written consent, the other party’s employee who answers any advertisement or who voluntarily applies for hire without having been personally solicited or recruited by the hiring party.

Damages and Insurance

You are responsible for any damage you cause to the Space or any Cowork Brighton Property beyond normal wear and tear. The Licensor has the right to inspect the condition of the Space from time to time and make any necessary repairs. You are responsible for arranging insurance for your personal property against all risks and for your liability to and for your employees and third parties and for maintaining any specific insurance set forth in the House Rules. You have the risk of damage, loss, theft or misappropriation with respect to any of your personal property and liability to and for your employees and third parties.

You agree, as a material part of the consideration to be rendered to the Licensor under this Agreement, to waive any right of recovery against the Licensor, its directors, officers and employees for any damage, loss, theft or misappropriation of your property under your control and any liability to and for your employees and third parties, including for injuries to you or your Invitees in or about the Space, and you agree to hold the Licensor exempt and harmless and defend the Licensor from and against any damage and injury to any such person or to such property, arising from your use of the Space or from your failure to keep the premises in good condition and repair as provided in this Agreement. All property in your Space is understood to be under your control.

Term and Termination

(a) The Term of the License shall be for the greater of one month starting at 9:00am on the date of this Agreement and ending 8:00 am following one full month of occupancy.

(b) Upon termination of the term set forth in section (a) above, the License Term shall be automatically renewed for successive periods of one month each unless terminated by either party. Notice of termination of License by you must be give in writing at least 30 days prior to the date on which you intend to relinquish dominion and control over the Licensed Desk occupied by providing the Licensor, in writing, a completed 30-day moving out notice. License term set forth herein and notice of termination thereof can only be given so as to ensure that you vacate on either the 14th or the last day of the month in which the License is to terminate.

(c) Licensor may terminate the License after giving a 30-day notice to Licensee, you (i) upon any breach of this License Agreement by Licensee, its agents, employees, or invitees, whether or not such breach is later corrected by Licensee, (ii) upon termination of the Lease and/or Licensor’s rights in the Desk/Office space as provided for therein and (iii) at any other time whereupon Licensor, subject to its sole discretion, sees fit to do so.

(d) On or prior to the Termination of the License, you shall remove all of your property from the Desk. Licensor shall be entitled to dispose of any of your or any third party’s property remaining in or on the Desk after the Termination of the License, and you hereby waive any claims or demands regarding such property. In the event that the License is terminated for any reason, you shall not be entitled to any refund or offset.

(e) Upon termination by either party, occupancy of the Desk by you, your agents, employees, assignees or some other person or entity using the Desk in connection with your use shall be deemed as a holdover. Upon holdover by you, you shall be responsible for the payment of a license fee in the amount of two (2) times the original monthly license fee for each month during which you were a holdover. Additionally, you shall be responsible for all damages, costs, fees & attorneys’ fees incurred by Licensor and Landlord in connection with said holdover and in connection with removal of said holdover.

(f) If you terminate this License agreement in order to enter into a new License agreement in which you shall License a smaller space (ie: You have a License for multiple Desks & terminates the License in order to enter into a new License for a single Desk), at least one months notice must be given to Licensor by filing out an updated License agreement 30 days in advance of date that new License goes into effect. Licensee shall be responsible for the initial License fee until a new License agreement is executed & takes effect.

Renewal

If an End Date is specified, the License will terminate on the End Date with no automatic renewal. If no End Date is specified, Licenses shall automatically renew after the Minimum Term for additional one-month periods unless you give the Licensor or the Marketplace Service at least 30 days’ notice prior to the end of the Term. If the Licensor opts to change the Monthly Charge upon renewal, the Licensor will provide at least 60 days notice. If the Licensor opts not to renew the License, Licensor will provide at least 60 days notice.

Default

You shall be considered in default of this License if (A) you fail to pay when due all or any portion of the Fees or Taxes, if the failure continues for 3 days after notice to you, which notice shall be in satisfaction of and not in addition to any notice required by law (B) you fail to comply with any term of this Agreement, if the failure is not cured within 10 days after notice to you, or (C) you attempt to sublicense, assign or otherwise transfer any interest in this Agreement without the Licensor’s prior written consent. Upon any default, the Licensor shall have the right without notice to terminate this Agreement, in which case you shall immediately surrender the Space and the Cowork Brighton’s Property to the Licensor. If you fail to surrender the Space and/or Cowork Brighton’s Property, the Licensor may, in compliance with applicable law and without prejudice to any other right or remedy, enter upon and take possession of the Space and the Cowork Brighton’s Property and you shall be liable for all past due Fees and Taxes, all Fees and Taxes due for the remainder of the Term, all costs incurred by Licensor to retake possession of the Space and Cowork Brighton’s Property, and other losses and damages which the Licensor may suffer as a result of Guest’s default. In addition to the right to terminate this Agreement and collect damages, Licensor shall have the right to pursue any other remedy now or hereafter available at law or in equity.

Indemnity

You agree to indemnify, defend and hold the Licensor, its landlord, if applicable, and any mortgagee harmless from and against any loss, liability, claim, demand, damages, costs and expenses, including reasonable attorneys’ fees, arising out of or in connection with your and your Invitees’ use of a Space, Common Areas or Shared Facilities, or any violation of applicable law, this Agreement or House Rules. Nothing contained in this Agreement shall be construed to create privity of estate or of contract between you and the Licensor’s landlord, if applicable.

Insurance

You, at your expense, shall maintain at all times during the term of this License, General Liability insurance covering you for property damage, injury to yourself, your agents, employees, or invitees, business interruption, prevention of or denial of use of or access to, all or part of the Premises or the Building, personal injury, and any other type of insurance which may cover any foreseeable problems which may arise due to the your use of the Licensed premises. If you shall fail to carry such insurance, Licensor and Landlord shall not be liable in any manner. You represent that the Licensor has informed you that insurance must be maintained at all times. Licensor shall have the right to purchase required insurance on the behalf of you at your expense, including management fees.

• General Liability Limits of $1M (occurrence) / $2M (aggregate)

• Insured’s policy will name landlord as an additional on a primary and non-contributory basis.

• A waiver of subrogation should be included in favor of the landlord.

• Evidence of insurance shall be provided upon start of the lease and kept in force with no lapse in coverage. Landlord reserves the right to request current proof of coverage at any time.

Disclaimer

EXCEPT AS PROVIDED HEREIN AND IN ANY HOUSE RULES, LICENSOR IS PROVIDING ITS SPACE TO THE GUEST “AS IS,” AND LICENSOR DISCLAIMS ANY AND ALL OTHER REPRESENTATIONS AND WARRANTIES WITH RESPECT TO THE SPACE, WHETHER EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. LICENSOR CANNOT AND DOES NOT GUARANTEE AND DOES NOT PROMISE TO GUEST, ANY SPECIFIC RESULTS FROM USE OF THE SPACE. LICENSOR DOES NOT REPRESENT OR WARRANT THAT THE SPACE WILL MEET YOUR REQUIREMENTS; THAT THE SPACE MEETS APPLICABLE LEGAL STANDARDS OR IS SAFE AND SUITABLE FOR YOUR INTENDED USE.

Liability

IN NO EVENT WILL LICENSOR OR ITS DIRECTORS, EMPLOYEES, AGENTS, AFFILIATES OR SUPPLIERS BE LIABLE TO GUEST, FOR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES, INCLUDING FOR ANY LOST PROFITS, LOST DATA, PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, ARISING FROM THE GUEST’S USE OF THE SPACE, ANY CONTENT OR OTHER MATERIALS ON, ACCESSED THROUGH OR DOWNLOADED FROM THE MARKETPLACE SERVICE, OR GUEST’S USE OF THE SPACE, EVEN IF THE HOST IS AWARE OR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, LICENSOR’S LIABILITY TO GUEST OR ANY PARTY CLAIMING THROUGH GUEST, FOR ANY CAUSE WHATSOEVER, AND REGARDLESS OF THE FORM OF THE ACTION, IS LIMITED TO THE AMOUNT PAID FOR THE SPACE, IN THE 12 MONTHS PRIOR TO THE INITIAL ACTION GIVING RISE TO LIABILITY. THIS IS AN AGGREGATE LIMIT. THE EXISTENCE OF MORE THAN ONE CLAIM HEREUNDER WILL NOT INCREASE THIS LIMIT. YOU UNDERSTAND AND AGREE THAT MARKETPLACE SERVICE IS NOT A PARTY TO ANY AGREEMENTS ENTERED INTO BETWEEN GUEST AND HOST, NOR IS MARKETPLACE SERVICE A REAL ESTATE BROKER, AGENT OR INSURER IN CONNECTION WITH THIS AGREEMENT. THE PARTIES SHALL INDEMNIFY, DEFEND AND HOLD HARMLESS MARKETPLACE SERVICE FROM AND AGAINST ANY LOSS, LIABILITY, CLAIM, DEMAND, DAMAGES, COSTS AND EXPENSES, INCLUDING REASONABLE ATTORNEYS’ FEES, ARISING OUT OF OR IN CONNECTION WITH ANY USE OF THE SPACE, OR ANY VIOLATION OF APPLICABLE LAW, THIS AGREEMENT OR HOUSE RULES.

Suspension of Services

Licensor may by notice suspend the provision of services (including access to the Space) for reasons of political unrest, strikes, terrorism, Acts of God or other events beyond Licensor’s or the Licensor’s landlord’s reasonable control. This Agreement shall automatically terminate if the Space is rendered unusable as a result of a fire, other casualty or a condemnation. As between Licensor and Guest, all proceeds of any condemnation award shall belong to Licensor and all insurance proceeds of the Licensor shall be retained by and belong to the Licensor. The Licensor may also suspend the provision of services (including access to the Space) in the event the Space or the Building is being renovated or repaired, in which event you will be relocated to another space within the building, or if necessary, to another building, all at the Licensor’s reasonable cost.

Sublicensing

You may not sublicense, assign, transfer any interest in this Agreement or allow any third party to use any portion of the Space, the Shared Facilities or the Common Areas without Licensor’s prior consent. Any such sublicense shall be on the same form as this Agreement and shall be consummated through the Marketplace Service.

No Lease

YOU ACKNOWLEDGE THAT THIS AGREEMENT IS NOT A LEASE OR ANY OTHER INTEREST IN REAL PROPERTY. IT IS A CONTRACTUAL ARRANGEMENT THAT CREATES A REVOCABLE LICENSE. The parties do not intend to create a lease or any other interest in real property for the benefit of Guest through this Agreement. Licensor retains legal possession and control of the Space assigned to Guest. The Licensor’s obligation to provide space and services to Guest is subject, in all respects, to the terms of Licensor’s lease with the Licensor’s landlord, if applicable. This Agreement and the License granted hereunder shall terminate simultaneously with the termination of the Licensor’s master lease or the termination of the operation of the Licensor’s Area for any reason at no cost or penalty to Licensor. You do not have any rights under Licensor’s lease with its landlord, if applicable. When this Agreement expires or is earlier terminated, your License to occupy the Space shall automatically be revoked. You agree to remove your personal property and leave the Space as of the date of such expiration or termination. Licensor is not responsible for your personal property left in the Space after expiration or termination. If you fail to remove your personal property, at Licensor’s option, such personal property shall (a) be deemed conveyed to Licensor and shall become the property of Licensor, or (b) be removed from the Space by Licensor at the Guest’s expense.

No Broker

You represent that you have dealt with no broker in connection with this Agreement. You agree to indemnify, defend and hold Licensor harmless from any claims of any brokers claiming to have represented you in connection with this Agreement.

Subordination

This Agreement and any applicable House Rules are subordinate to any underlying lease, mortgage, deed of trust, ground lease or other lien now or subsequently arising upon the Space or the Building and to renewals, modifications, refinancings and extensions thereof including the Licensor’s lease with the Licensor’s landlord and to any other agreements to which the Licensors lease is subordinate.

Miscellaneous

All demands, approvals, consents and notices shall be sent by certified mail or electronic mail at the address specified for each party under the Section entitled “Definitions”. This Agreement shall be interpreted and enforced in accordance with the laws of the state or commonwealth in which the Building is located. If either party institutes a suit against the other for violation of or to enforce this Agreement, the prevailing party shall be entitled to all of its costs and expenses, including, without limitation, reasonable attorneys’ fees. Licensor and Guest hereby waive any right to trial by jury in any proceeding based upon a breach of this Agreement to the fullest extent permitted by applicable law. This Agreement may not be modified, amended or terminated, and Guest’s obligations hereunder shall in no way be discharged, except as expressly provided in this Agreement or by written instrument executed by the parties. If any term, covenant or condition of this Agreement or any application thereof shall be invalid or unenforceable, the remainder of this Agreementand any other application of such term, covenant or condition shall not be affected. This Agreement shall be construed without regard to any presumption or other rule requiring construction against the party causing this Agreement to be drafted. Neither Licensor nor Guest shall have the right to record this License or any memorandum thereof.