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Upsuite Agreement

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MEMBERSHIP AGREEMENT

CONTACT INFORMATION

Company Name: The Motley Fool

Primary Member’s Name: Nick


! !
Crow Email: !ncrow@foolwealth.com

Telephone: 858-342-6994 Date of Birth or EIN: 12/27/78

MEMBERSHIP DETAILS
Start Date: 12/1/19

Pay Date: 11/6/19 – Deposit Due Setup Fee: N/A

Payment Method: Credit Card or Wire Transfer Parking Fees (if applicable): N/A

Discount: Free until January 1, 2020 Commitment Term: 12 months

Mailing Address:
Automatic Month-to-Month
Renewal Upon Term Expiration: Yes

Office Location: 1800 Wazee St, Denver, CO Membership Type: Private Office

Office Number: #356/357 Number of Authorized Users: 12

Membership Fee: $6,524/month January & February Agreement Deposit: $10,873.50 (equal to
1.5 monthly fee)
$7,249/month March – November 2020

NOTES: Represented by Upsuite.


SIGNATURE
This Agreement, including the Terms and Conditions and Membership Details form, and any applicable
Addendum, will be effective when signed by both parties. In the event of any conflict between the
Terms and Conditions and the Membership Details form, the Membership Details form shall prevail.

When signing this Agreement, you must have the proper authority to execute this Agreement on behalf
of the company listed above and incur the obligations described in this Agreement on behalf of such
company.

I agree to the Terms & Conditions, Payment Authorization Terms & Conditions Membership Details
form and any applicable Addendum in this Membership Agreement.

______________________________________ _______________________________________
/*$)0-"4$308 CTRL COLLECTIVE

11/1/19
_______________________________________
AGREEMENT DATE

CTRL
COLLECTIVE
1800 Wazee St
Denver, CO
80202
TERMS OF USE

Definitions

" “Us” or “CTRL Collective” means Collective Coworking Holdings Corp., or its assignee.
" “You” or “Member” means the company listed on the Membership Form.
" “Premises” means any CTRL Collective office space at which the Services are
provided, including that listed on the Membership Form.
" “Fellow Member” means any entity or individual which is a member of CTRL Collective,
but is not the Member.
" “TOU” means these Terms of Use.
" “Membership Agreement” means the membership agreement consisting of the TOU,
the Membership Form, the Community and Facility Rules and the Internet Policy.
" “Authorized User” means each person you authorize on your User List as being allowed
to receive the Services (defined below)
1. Acceptance of Terms. CTRL Collective agrees to provide you the Services
(defined below) subject to the terms of this Membership Agreement. CTRL Collective reserves
the right to modify and/or update the TOU, Community and Facility Rules and the Internet
Policy from time to time. If CTRL Collective changes the TOU or the Community and Facility
Rules, we will post the modification on our website or otherwise and provide you with notice of
the modification.

2. Description of Services. CTRL Collective may provide you with exclusive


access to office space, non-exclusive access to office space, work stations, internet service
(wired and/or wireless), office equipment, conference space, knowledge resources, and other
services as CTRL Collective may offer from time to time pursuant to the terms of the
membership plan indicated on the Membership Form (collectively, “Services”). The Services
and the Membership Agreement are personal to you and may not be assigned to, transferred
to or shared with any other party.

3. Representations and Warranties. You hereby represent and warrant that you
have all requisite legal power and authority to enter into the Membership Agreement, and that
your Member Signatory has the authority to bind you to this Membership Agreement.

4. Use of Services.

(a) You will (and will cause your Authorized Users to) comply with all
relevant laws and regulations in your use of the Services at all times. Without limiting the
foregoing, you agree that when on the Premises or using the Services, you (including your
Authorized Users) will not: defame, abuse, harass, stalk, threaten or otherwise violate the legal
rights (such as rights of privacy and publicity) of others; use any material or information in any
manner that infringes any copyright, trademark, patent, trade secret, or other proprietary right
of any party; create a false identity for the purpose of misleading others; obstruct any access
to the Premises; create any circumstances of disrepair or damage any CTRL Collective
property or the Premises; bring any pets onto the CTRL Collective Premises (unless permitted
by law); disrupt, cause a nuisance to or interfere with any Fellow Members or Fellow Members’
access to the Services; or otherwise violate this Membership Agreement, including the
Community and Facility Rules.

(b) If you have been assigned an office in the Building, CTRL Collective
reserves the right to relocate you to a different office, offices or desks at any time, in the event NC
of a natural disaster, building defects, or any other occurrences deemed to protect a CTRL
Collective member, staff, or client. If we are moved for any of the above circumstances, the relocation premises need to
meet specific criteria that are required by our regulatory agency for statutory compliance.
(c) #$%!&'(!)*+,-.'/*!'!0*1/',.!.%&2*1!$3!,.),4,)%'5+!678,08!.%&2*1!,+!,.),0'/*)
$.!/8*!9*&2*1+8,:!;$1&<!/$!%+*=!'00*++=!'.)>$1!1*0*,4*!/8*!?*14,0*+!,.!'00$1)'.0*!7,/8!/8,+!
9*&2*1+8,:!@-1**&*./A!!@55!@%/8$1,B*)!C+*1+!&%+/!2*!)*+,-.'/*)!,.!71,/,.-!/$!DEFG!D$55*0/,4*!:1,$1!/$!
2*,.-!*./,/5*)!/$!/8*!?*14,0*+A!#$%!&'(!1*:5'0*!'.!@%/8$1,B*)!C+*1!'/!'.(!/,&*!2(!0'%+,.-!/8*!9*&2*1!
D$./'0/!/$!+*.)!'.!*&',5!/$!DEFG!D$55*0/,4*=!78,08!*&',5!&%+/!,.05%)*!/8*!.'&*6+<!'.)!*&',5!
'))1*++6*+<!$3!/8*!)*:'1/,.-!'.)!.*7!@%/8$1,B*)!C+*16+<!'.)!/8*!*33*0/,4*!)'/*!$3!/8*!08'.-*A!E8*!
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08'.-*A!@.!@%/8$1,B*)!C+*1!7,55!.$!5$.-*1!2*!'55$7*)!'00*++!/$!/8*!?*14,0*+!%:$.!/8*!*'15,*1!$3!6I<!/8*!
/*1&,.'/,$.!$1!*J:,1'/,$.!$3!/8,+!9*&2*1+8,:!@-1**&*./K!6L<!($%1!1*&$4'5!$1!1*:5'0*&*./!$3!+%08!
@%/8$1,B*)!C+*1!$1!6M<!DEFG!D$55*0/,4*N+!.$/,O0'/,$.!/$!($%!/8'/!+%08!,.),4,)%'5!,+!/*1&,.'/*)!'+!'.!
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+$5*!),+01*/,$.=!8$7*4*1=!DEFG!D$55*0/,4*!7,55!*.)*'4$1!.$/!/$!/*1&,.'/*!'.(!,.),4,)%'5!'+!'.!@%/8$1,B*)!
C+*1!%.5*++!+%08!,.),4,)%'5!8'+!0'%+*)!;*55$7!9*&2*1+!/$!0$&:5',.!/$!DEFG!D$55*0/,4*!$1!,3!+%08!
,.),4,)%'5!4,$5'/*)!/8,+!9*&2*1+8,:!@-1**&*./!6,.05%),.-!/8*!D$&&%.,/(!'.)!;'0,5,/(!F%5*+!'.)!
P./*1.*/!Q$5,0(<A!P3!/8*!.%&2*1!$3!@%/8$1,B*)!C+*1+=!$1!,.),4,)%'5+!1*-%5'15(!%+,.-!($%1!R33,0*!?:'0*=!
*J0**)+!/8*!.%&2*1!'55$0'/*)!$.!/8*!9*&2*1+8,:!;$1&=!($%!7,55!2*!1*S%,1*)!/$!:'(!/8*!/8*.T0%11*./!
')),/,$.'5!'::5,0'25*!3**A!DEFG!D$55*0/,4*!1*+*14*+!/8*!1,-8/!/$!5,&,/!/8*!.%&2*1!$3!@%/8$1,B*)!C+*1+!
'55$7*)!'/!'.(!:$,./A!U(!+*.),.-!DEFG!D$55*0/,4*!'!1*S%*+/!/$!'))!'.!,.),4,)%'5!'+!'.!@%/8$1,B*)!C+*1=!
($%!'1*!1*:1*+*./,.-!'.)!7'11'./,.-!/8'/!($%!8'4*!$2/',.*)!'55!.*0*++'1(!0$.+*./!31$&!+%08!,.),4,)%'5!
/$!:1$4,)*!/$!DEFG!D$55*0/,4*!/8*!0$./'0/!$1!$/8*1!,.3$1&'/,$.!'2$%/!+%08!,.),4,)%'5A

5. Payment Terms.

(a) Upon submitting a signed and completed Membership Agreement, and


Agreement Deposit, you will deliver to us the monthly fee contained in your Membership
Agreement (the “Member Fee”) for the first month without demand, prorated as of the number
of days remaining in such month. Afterward, you will pay the Member Fee monthly, in
advance, on the first day of the month. Should the Member not fulfill their obligations per this
Agreement, including paying the first monthly fee within seven business days of the first Pay
Date listed in this Agreement, the Agreement Deposit shall be forfeited.

(b) You agree to pay the monthly fee via an Automated Clearing House
(ACH) debit transaction, other preauthorized electronic fund transfer, or major credit card. You
are responsible for paying any fees of your financial institution associated with the pre-
authorized payment.

(c) CTRL Collective reserves the right to terminate the Membership


Agreement and cease all Services in the event of a late payment, including any payment which
is late due to insufficient funds. In the event that CTRL Collective does not exercise this right,
you shall pay a late fee of 10% on all overdue balances and the Agreement Deposit shall be
forfeited. CTRL Collective’s waiver of its termination right for any late payment shall not be
deemed a waiver of such right as to any future late payment. CTRL Collective reserves the
right to withhold the Services, including barring your entry to the Premises while there are any
outstanding fees and/or interest. You agree to waive any and all rights of set off as to the
Member Fee.

(d) Upon your breach of this Membership Agreement, in addition to any


other rights which CTRL Collective may have, any discounts which you have been granted will
automatically terminate, and all monthly fees for the duration of the original Agreement shall be
due to CTRL Collective.

(e) The Agreement Deposit is not a Member Fee and shall not be applied to
monthly Membership Fees for any monthly fees associated with this Agreement.

6. Nature of this Agreement. This Membership Agreement is intended by the


parties to be analogous to an agreement for accommodation in a hotel. The whole of the
Premises remains our property, and in our possession and control. We are giving you the right
to share with us the use of the Premises so that we can provide the Services to you.
Notwithstanding anything in this Membership Agreement to the contrary, you and we agree
that our relationship is not that of landlord-tenant or lessor-lessee and this Membership
Agreement in no way shall be construed as to grant you or any Fellow Member any title,
easement, lien, possession or related rights in our business, the Premises or anything
contained in or on the Premises. This Membership Agreement creates no tenancy interest,
leasehold estate, or other real property interest. The parties hereto shall each be independent
contractors in the performance of their obligations under this Membership Agreement, and this
Membership Agreement shall not be deemed to create a fiduciary or agency relationship, or
partnership or joint venture, for any purpose. Neither party will in any way misrepresent our
relationship.

7. CTRL Collective Required Disclosures. CTRL Collective reserves the right at


all times to disclose any information about you and/or your participation in and use of the
Services as CTRL Collective deems reasonably necessary to satisfy any applicable law,
regulation, legal process or governmental request.

8. Confidentiality.

(a) You acknowledge and agree that during your participation in and use of
the Services you may be exposed to nonpublic, confidential or proprietary information,
including any information that you know or have reason to know should be treated as
confidential (“Confidential Information”) about or proprietary to CTRL Collective or Fellow
Members; and that CTRL Collective and Fellow Members may be exposed to or have access NC
to your Confidential Information.

(b) You will (and will cause your Authorized Users to): (a) maintain all
Confidential Information in strict confidence; (b), not disclose Confidential Information to any
third parties; and (c) not use Confidential Information in any way directly or indirectly
detrimental to CTRL Collective or any other member or any user of the Services.

(c) All Confidential Information remains the sole and exclusive property of
the respective disclosing party. You acknowledge and agree that nothing in the Membership
Agreement or your participation in or use of the Services, will be construed as granting any
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rights to you, by license or otherwise, in or to any Confidential Information or any patent,
copyright or other intellectual property or proprietary rights of CTRL Collective or any member
or any user of the Services. Notwithstanding the foregoing, you hereby waive any and all
claims against CTRL Collective for any exposure or use of your Confidential Information.

(d)! You agree that this Membership Agreement, and any documentation or
correspondence related thereto (including in the context of any dispute) is Confidential
Information.

9.! Our Reserved Rights. CTRL Collective may enter the Premises at any time for
any purpose. CTRL Collective may suspend or discontinue any portion of the Services for any
reason at any time, however, CTRL Collective will attempt to notify its members verbally or
electronically in advance of such suspension or discontinuance, except in the case of routine
maintenance or emergency. CTRL Collective may modify or reduce the furnishings in the
Premises at any time.

10.! Waiver and Disclaimer of Warranties. TO THE MAXIMUM EXTENT


PERMITTED BY APPLICABLE LAW, CTRL COLLECTIVE PROVIDES THE SERVICES “AS IS”
AND WITH ALL FAULTS, AND HEREBY DISCLAIMS WITH RESPECT TO THE SERVICES ALL
WARRANTIES AND CONDITIONS, WHETHER EXPRESS, IMPLIED OR STATUTORY,
INCLUDING, BUT NOT LIMITED TO, MERCHANTABILITY, FITNESS FOR A PARTICULAR
PURPOSE, AND/OR LACK OF NEGLIGENCE. THE ENTIRE RISK AS TO THE QUALITY, OR
ARISING OUT OF PARTICIPATION IN OR THE USE OF, THE SERVICES AND THE PREMISES,
REMAINS WITH YOU AND YOU HEREBY WAIVE ALL RIGHTS OF RECOVERY FOR ANY
LOSS RELATED TO YOUR ACCESS TO, PARTICIPATION IN OR USE OF THE SERVICES,
INCLUDING IN THE CASE SUCH LOSSES ARE THE RESULT OF CTRL COLLECTIVE’S
NEGLIGENCE.

11.! Exclusion of Incidental, Consequential and Certain Other Damages. TO


THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL CTRL
COLLECTIVE OR ITS SUBSIDIARIES (WHETHER OR NOT WHOLLY-OWNED), AFFILIATES,
DIVISIONS, AND THEIR PAST, PRESENT AND FUTURE OFFICERS, DIRECTORS,
SHAREHOLDERS, MANAGERS, MEMBERS, EMPLOYEES, AGENTS, REPRESENTATIVES,
SUCCESSORS AND ASSIGNS (“CTRL AFFILIATES”), JOINTLY AND INDIVIDUALLY BE
LIABLE FOR ANY DIRECT, SPECIAL, INCIDENTAL, INDIRECT, PUNITIVE, CONSEQUENTIAL
OR OTHER DAMAGES WHATSOEVER ARISING OUT OF OR IN ANY WAY RELATED TO THE
PARTICIPATION IN OR INABILITY TO PARTICIPATE IN OR USE THE SERVICES OR THE
PREMISES, THE PROVISION OF OR FAILURE TO PROVIDE SERVICES, OR OTHERWISE
UNDER OR IN CONNECTION WITH ANY PROVISION OF THIS MEMBERSHIP AGREEMENT,
EVEN IN THE EVENT OF THE FAULT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY,
BREACH OF CONTRACT OR BREACH OF WARRANTY OF CTRL COLLECTIVE, AND EVEN IF
CTRL COLLECTIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

12.! Limitation of Liability and Remedies. THE ENTIRETY OF YOUR RIGHTS


UNDER THIS MEMBERSHIP AGREEMENT ARE ENFORCEABLE ONLY AGAINST CTRL
COLLECTIVE, AND YOU HEREBY WAIVE, TO THE MAXIMUM EXTENT PERMITTED BY LAW,
ALL RIGHTS OF RECOVERY WHICH YOU MAY HAVE AGAINST ANY CTRL AFFILIATE.
NOTWITHSTANDING ANY DAMAGES THAT YOU MIGHT INCUR FOR ANY REASON
WHATSOEVER (INCLUDING, WITHOUT LIMITATION, ALL DAMAGES REFERENCED ABOVE

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AND ALL DIRECT OR GENERAL DAMAGES), THE ENTIRE LIABILITY OF CTRL COLLECTIVE
OR CTRL AFFILIATES UNDER ANY PROVISION OF THIS MEMBERSHIP AGREEMENT AND
YOUR EXCLUSIVE REMEDY FOR ALL OF THE FOREGOING SHALL BE LIMITED TO ACTUAL
DAMAGES INCURRED BY YOU UP TO A MAXIMUM OF THE TOTAL FEES PAID BETWEEN
THE DATE YOU STARTED USING THE SERVICES AND THE DATE ON WHICH THE CLAIM
ARISES.

13.! Termination.

(a)! CTRL Collective may immediately terminate this Membership Agreement:


(i) upon breach of this Membership Agreement by the Member; (ii) upon termination, expiration
or material loss of our rights in the Premises; (ill) if any outstanding fees are late; (iv) if you fail
to comply with the terms and conditions of the Membership Agreement or any other policies or
instructions provided by us; or (v) at any other time, when we, in our reasonable discretion, see
fit to do so; should CTRL Collective terminate membership the member(s) will have 72 hours to
retrieve all of their office and personal items from the location.

(b)! Upon termination of the Membership Agreement, you agree to


immediately remove any and all of your personal property from the Premises. Any property left
behind is forfeited and may be destroyed. You will remain liable after termination for past due
amounts, and we may exercise our rights to collect due payment, despite termination or
expiration of this Membership Agreement.

(c)! Upon expiration of this Agreement, Member shall be required to


give a minimum of 30 days’ written notice to CTRL Collective prior to cancellation of
Membership.

14.! Non-Disparagement. You shall, during and after the participation in and use of
the Services, refrain from making any statements or comments of a defamatory or disparaging
nature to any third party regarding CTRL Collective, or any of CTRL Collective’s managers,
members, officers, advisors, employees, personnel, agents, policies, services or products,
other than to comply with a court order or applicable law.

15.! Release and Indemnity. You release, and hereby agree to indemnify, defend
and save harmless CTRL Collective and CTRL Affiliates, jointly and individually, from and
against all claims, liabilities, losses, damages, costs, expenses (including, without limitation,
reasonable attorneys’ and consultants’ fees and costs), judgments, fines and penalties based
upon or arising out of your negligent actions, errors, omissions, willful misconduct and/or fraud
in connection with the breach of this Membership Agreement by you or by your or your guests’
participation in or use of the Services. You further agree that in the event that you bring a
claim or lawsuit in violation of this Membership Agreement, you shall be liable for any
attorneys’ fees and costs incurred by CTRL Collective and CTRL Affiliates in connection with
the defense of such claim or lawsuit.

16.! Media and Virtual Reality License. In connection with the Services, CTRL
Collective may provide you access to filming and virtual reality equipment, including, but not
limited to cameras, camera mounts, lighting equipment, and backdrops. You agree that you
will (and will cause your Authorized Users to) use and operate the equipment only in a careful
and proper manner, within the allotted room in the Premises, in compliance with all laws,

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ordinances, and regulations relating to the possession, use, or maintenance of the equipment,
including registration and/or licensing requirements, if any. Any use of such equipment must
be scheduled in advance with CTRL Collective. You represent and warrant that you will have
obtained all rights, permission and licenses necessary for the production of any content using
the equipment. You assume all risks of loss or damage to the equipment during your use of
such equipment from any cause, and agree to return it to CTRL Collective in the condition
received. All damage to the equipment must be paid for within 5 days of notice from CTRL
Collective. CTRL Collective may automatically charge the costs of any damage to the
licensee’s card on file. CTRL Collective shall have the option of requiring you to repair the
equipment to a state of good working order, or replace the equipment with like equipment in
good repair, which equipment shall become the property of CTRL Collective. The provisions of
this Section 15 are in addition to, and do not replace, any additional indemnification obligations
of Member hereunder.

17.! Insurance. CTRL Collective carries liability and business personal property
insurance. However, you are strongly encouraged to carry an insurance policy to cover your
equipment and personal property while using the Premises. You waive any right of subrogation
and right of recovery or cause of action for any damage or theft, destruction, or loss of
property, or any injury including death to the extent the same is insured against under any
insurance policy which you may have.

18.! Internet Policy. CTRL Collective makes no representations whatsoever as to


the security of the internet, wired or wireless telecommunications systems, or hosting services
provided as part of the Services, or of any data or communications system or any information
that you send through or place on it, and you have no expectation of privacy with respect to
such systems. CTRL Collective is not responsible for any loss of data, information, business,
goodwill or otherwise as a result of such interruptions. You are responsible to protect your
own computers, devices and data, information, business and goodwill from damage or
interference, including but not limited to viruses or malware. You agree to abide by the terms
of CTRL Collective’s Internet and Privacy Policy (the “Internet Policy”), available at
WWW.CTRLCOLLECTIVE.COM or upon request. CTRL Collective may amend or change the
terms of the Internet Policy at any time.

If CTRL Collective suspects you have violated the Internet Policy, CTRL Collective will
investigate and may institute legal action, immediately deactivate Services to any account
without prior notice to you, and cooperate with law enforcement authorities in bringing legal
proceedings against violators, and you agree to reasonably cooperate with CTRL Collective in
all such actions. You agree to indemnify CTRL Collective for any damages to the CTRL
Collective infrastructure or business caused by your violation of the Internet Policy.

19.! Privacy Policy. We may collect, process and/or use personal data about you in
a variety of ways, including personal data that may be provided by you upon execution of this
Agreement or during your or the Members’ membership, and information that may be gathered
from our security cameras located on the premises. We may collect, process, use, store and
transfer personal data in accordance with applicable laws, for various purposes including
facilitating the Services, perform accounting and administrative tasks, internal review and audit,
compliance with obligations under applicable laws and regulations, to enforce or manage legal
claims and otherwise in accordance with the Internet Policy. For the purposes stated above,
we may transfer the personal data collected by us and make it available to our personnel,
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advisors, professionals, subcontractors, independent consultants, external third party services
providers and our affiliates.

20.! Mediation and Arbitration of Disputes. If a dispute arises between us that we


cannot resolve between ourselves, the alternative dispute resolution process of this paragraph
will apply. You and we shall maintain confidential the entry into, contents of or result of any
alternative dispute resolution, unless required by law.

(a)! Mandatory Mediation. You and we agree that any and all disputes,
claims or controversies arising out of or relating to the Membership Agreement shall be
submitted to JAMS, or its successor, for mediation, and if the matter is not resolved through
mediation, then it shall be submitted to JAMS, or its successor, for final and binding arbitration
pursuant to Section 20(b) below. If, for any dispute, claim or controversy to which this Section
20(a) applies, any party (i) commences an action without first attempting to resolve the matter
through mediation before commencement of an action, refuses to mediate after a request has
been made, then that party shall not be entitled to recover attorneys’ fees, even if they would
otherwise be available to that party in any such action. We will cooperate with one another
and with JAMS in selecting a mediator from the JAMS panel of neutrals and in scheduling the
mediation proceedings. You and we agree to participate in the mediation in good faith and to
share equally in its costs.

(b)! Arbitration. Any dispute, claim or controversy arising out of or relating to


this Membership Agreement or the breach, termination, enforcement, interpretation or validity
hereof, including the determination of the scope or applicability of this Membership Agreement
to arbitrate, shall be determined by arbitration in the same city where the real property and
Membership Agreement exists, before one arbitrator who is (i) a retired judge from the Superior
Court of the State where the real property and office location exists, and named County where
the real property and Membership Agreement office location exists; or (ii) an attorney with at
least ten (10) years of active practice in relevant areas of law. The arbitration shall be
administered by JAMS pursuant to its Comprehensive Arbitration Rules and Procedures and in
accordance with the Expedited Procedures in those Rules. Judgment on the arbitration award
(“Award”) may be entered in any court having jurisdiction. Nothing in this Section 20(b) shall
preclude CTRL Collective from seeking provisional remedies in aid of arbitration from a court of
appropriate jurisdiction.

(c)! No Class Actions. You may only resolve disputes with us on an individual
basis, and may not bring a claim as a plaintiff or a class member in a class, consolidated, or
representative action. You agree that you will not bring, participate in or instigate any class
arbitration, class action, private attorney general action or consolidation with other arbitrations
in connection with any matter arising out of or touching on this Membership Agreement, your
membership in CTRL Collective, or your use of the Premises.

21.! Miscellaneous.

(a)! Entire Agreement. The Membership Agreement constitutes the entire


agreement between the parties pertaining to the subject matter contained herein and therein,
and supersedes all prior and contemporaneous agreements, representations, and
understandings of the parties pertaining to such subject matter.

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(b)! Severability. In the event that any provision or portion of the
Membership Agreement is determined to be invalid, illegal or unenforceable for any reason, in
whole or in part, the remaining provisions of the Membership Agreement shall be unaffected
thereby and shall remain in full force and effect to the fullest extent permitted by applicable
law.

(c)! Waivers. No waiver of any provision of this Membership Agreement shall


be binding on CTRL Collective unless executed in writing by an authorized representative of
CTRL Collective.

(d)! Successors and Assigns. The Membership Agreement shall be binding


on your heirs, legal representatives, successors and assigns.

(e)! Notice. All notices, requests, demands or other communications for


which the Membership Agreement provides shall be in writing and shall be addressed at the
following addresses: (1) if to CTRL Collective: Collective Coworking Holdings Corp., 12575
Beatrice St., Los Angeles, California 90066, Attn: Director of Operations (2) If to you: at the
address you provided in the Membership Agreement. All notices under the Membership
Agreement shall be effective: (a) forty-eight (48) hours after deposit in the U.S. Mail, postage
prepaid, registered or certified mail, return receipt requested; (b) upon delivery, if delivered in
person to the address set forth above; or (c) upon delivery, if sent by commercial express
service, such as Federal Express, except that notices of change of address shall be effective
upon receipt.

(f)! Attorneys’ Fees. If CTRL Collective shall bring any action for any relief
against you arising out of the Membership Agreement, including arbitration pursuant to
Paragraph 20 above, the non-prevailing party shall pay to the prevailing party a reasonable
sum for attorneys’ and consultants’ fees and costs incurred in bringing such suit and/or
enforcing any judgment granted therein, all of which shall be deemed to have accrued upon
the commencement of such action and shall be paid whether or not such action is prosecuted
to judgment.

(g)! Survival. Sections 5, 10, 11, 12, 13, 15, 17, 19, 20 and all other
provisions of this Agreement reasonably expected to survive the termination or expiration of
this Agreement will do so.

(h)! Governing Law. The rights and obligations hereunder shall be governed
by, and the Membership Agreement shall be construed and enforced in accordance with, the
laws of the State where the real property and Membership Agreement exists. Venue for the
resolution of any dispute arising out of the Membership Agreement shall be the same city and
state of where the office location and real property for the Membership Agreement exists.

Community and Facility Rules


These Community and Facility Rules (“Community Rules”) form a part of and are incorporated
into the Membership Agreement between you and CTRL Collective and describe the manner in
which you must use of the services provided by CTRL Collective. If you have any questions
about these Community Rules, please contact general@ctrlcollective.com. By using the
Services, you are agreeing to abide by and be bound by these Community Rules.

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I. Collaboration, Sharing and Mutual Respect. A major benefit of CTRL Collective
membership is access to your fellow members. We absolutely encourage CTRL Collective
members to make connections, collaborate on projects, share ideas, provide advice, and
generally make great stuff happen. However, members may NOT spend a large part of their
time at the Premises directly soliciting other members and this could result in cancellation of
your membership were it to continue after you were cautioned. CTRL Collective is
fundamentally a place to work. While we want our community to be open, fun, energizing, and
collaborative, we also want it to be professional, and the interest thereof, all members, guests
and other users of the Services must abide by the following rules and requirements:

1.! Every person using CTRL Collective Services must be a paid member.
Exceptions are limited to: (a) Day Pass holders; (b) non-members who may use CTRL
Collective Services when they are meeting CTRL Collective members at the Premises for
business-related meetings; and (c) non-member attendees of special events in the Premises.
Members are accountable for the conduct of their guests. Members must immediately notify
CTRL Collective of any additional usage of the Services beyond that designated in their current
Membership Agreement. CTRL Collective reserves the right to refuse access to any persons,
including Members, that CTRL Collective in good faith judges to be a threat to the safety,
reputation, or property of the Premises and its occupants.

2.! CTRL Collective key cards can be obtained only from CTRL Collective, at your
cost, and are NOT transferable. You are not authorized to copy or to give or “loan” your key
card to anyone else for any reason. CTRL Collective may cancel your membership if we
discover that you have violated this rule. CTRL Collective may require deposits for such key
cards, which deposits will not be held in an interest-bearing account.

3.! Please keep the kitchen area clean. Please wash, dry, or place in the
dishwasher your cups, glasses and dishes. Please take care of your guests’ items as well.

4.! Please label and date all food and beverages you put in the refrigerator. CTRL
Collective reserves the right to throw anything in the refrigerator away that should be thrown
out, in our judgment.

5.! If you drink the last cup of coffee, please make a new pot as a courtesy to
others.

6.! Discrimination toward and harassment of others are prohibited in the Premises.
CTRL Collective has a zero-tolerance policy for any remarks or behavior that fails to respect
the dignity and feelings of any individual in or from the Premises. We recommend that all
employees of all CTRL Collective member companies take a class on the problem of
workplace harassment.

7.! You agree to keep your workspace clean and orderly and to remove all trash,
packaging and boxes from your workspace or common space frequently.

8.! Your membership in CTRL Collective affords you access to conference rooms
and private phone booths. Please note the following regarding conference rooms and phone
booths:

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9.! CTRL Collective has a limited number of conference rooms and to ensure that
rooms are always available members must book conference rooms prior to use using the
scheduling software provided by CTRL Collective. There is no drop-in use of conference
rooms. Phone booths are available on a first come first serve basis and have a limit of 30 min
per use.

10.! You may not re-sell or donate your conference room time to any non-member or
to groups having non-members.

11.! Please clean up after using a conference room. If you re-arrange the furniture in
the conference room, please return it to the original set-up when you’re finished. Please erase
the white boards after use.

12.! If you want to hold an event at a CTRL Collective facility, please talk to the CTRL
Collective staff to discuss scheduling, guest policy, insurance requirements, and fees if
applicable.

13.! CTRL Collective is a 24/7 facility for members. Members are expected to be
mindful of security at the Premises and of the safety of others at all times.

14.! You are welcome to proudly display your company name on a single, removable
sign as long as your signage does not damage walls in the Premises or CTRL Collective’s or
others’ property. Your sign may be no larger than one square foot or the equivalent area.

15.! You may not use the name of CTRL Collective, our phone number or email
address, the name of the Building or any picture of the Building in connection with, or in
promoting or advertising your business or any endorsement of or testimonial with respect to
your business without the prior written consent of CTRL Collective. You may, however, use the
address of the Building as the address of your business.

16.! In the unlikely event that CTRL Collective waives any Community Rule as to you
or any particular member, such waiver shall not constitute a waiver of any other rule or
regulation or any subsequent application thereof to you or any other member.

II. Rules of the Premises. CTRL Collective leases its space from a landlord, and in order to
ensure CTRL Collective’s continued compliance with its lease, members and guests must
abide by the following rules and regulations regarding the Premises.
1.! You may not place anything, or allow anything to be placed where it may, in
CTRL Collective’s judgment, appear unsightly from the outside of the building in which the
Premises are located (“Building”).

2.! The sidewalks, halls, passages, exits, entrances, elevators and stairways shall
not be obstructed or used for any purposes other than for ingress to and egress from the
Premises.

3.! You agree to use the Premises so as not to necessitate any unnecessary
janitorial labor or services and will throw all waste in appropriate receptacles.

4.! You cannot cook in the Premises (excepting use of the coffee maker and
microwave) and cannot sleep in or otherwise use the Premises for lodging.
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5.! CTRL Collective facilities are smoke, tobacco, and illegal substance free. You,
your employees and invitees may not smoke, vape, chew tobacco or carry lighted cigars or
cigarettes EXCEPT in areas reasonably designated by CTRL Collective and allowed by
applicable law and government agencies as smoking areas.

6.! You may not bring upon, use or keep in the Premises or the Building, any
inflammable, combustible or explosive material, or use any method of heating or air
conditioning other than that supplied by CTRL Collective.

7.! Upon the termination of Services, you will deliver to CTRL Collective all keys,
key cards, openers and passes for doors and gates which have been furnished to you.

8.! You will (and will cause your Authorized Users to) use reasonable efforts to
cause all doors and gates to the Premises that you have opened to be closed and securely
locked before leaving the Building. You and the other members assume full responsibility for
protecting the Premises from theft, robbery and pilferage, which includes keeping doors locked
and other means of entry to the Premises closed and secured.

9.! You will cooperate fully with CTRL Collective to assure the most effective
operation of the heat and air conditioning system for the Premises, and will refrain from
attempting to adjust any controls. You will (and will cause your Authorized Users to) keep
corridor doors closed.

10.! Except with the prior written consent of CTRL Collective, you will not sell or
cause to be sold any items or services in the Premises, nor will you carry on or permit or allow
any employee or person to carry on the business of machine copying, stenography, typewriting
or similar business in or from the Premises for the service or accommodation of occupants of
any portion of the Building without written consent of CTRL Collective.

11.! You will (and will cause your Authorized Users to) not install in, affix to, or bring
into the Premises any furniture, fixtures, or equipment. You will (and will cause your Authorized
Users to) not place graffiti on or deface the walls, partitions or other surfaces of the Premises
or the Building.

12.! On Saturdays, Sundays, federally observed holidays and on other days during
certain hours for which the Building may be closed after normal business hours, access to the
Building or to halls, corridors, elevators, stairwells will be controlled by CTRL Collective
through the use of a key card system. This system will verify any and all persons seeking
access to the Building through the use of proper identification to determine if they have rights
of access to the Premises. CTRL Collective will in no case be liable for damages wherein
admission to the Building has not been granted during abnormal hours by reason of your failing
to properly identify yourself through the use of a key card, or through the failure of the Building
to be unlocked and open for access by you, your employees and general public. Nothing
contained herein will obligate CTRL Collective to provide such key card system or to make
CTRL Collective liable for any act or omission or failure of such system and the key cards
which may be provided.

13.! You will (and will cause your Authorized Users to) not change locks or install
other locks on doors without the prior written consent of CTRL Collective.

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14.! You will (and will cause your Authorized Users to) not damage or inappropriately
use any toilet rooms, plumbing or other utilities. You will give prompt notice to CTRL Collective
of any accident or damage to or defects in electrical, plumbing, mechanical, telecom, heating,
ventilation and air conditioning, or other systems or apparatus known to you so the same may
be attended to properly.

15.! As a courtesy to Members, CTRL Collective will accept packages on Member’s


behalf that are delivered in Member’s absence to the Premises. Member hereby authorizes
CTRL Collective’s representatives to accept on Member’s behalf any packages that are
addressed to Member and delivered to the Business Office due to Member’s absence, and
agrees to hold CTRL Collective and such representatives harmless for signing for receipt of
such packages and for any loss of or damage to the packages.

16.! You will not make or permit any noise or odors that annoy or interfere with other
members or persons having business in the Premises. You will (and will cause your Authorized
Users to) not bring anything in or around the Premises or Building that is excessively heavy or
that causes excessive vibration in any part of the Building.

17.! Neither you nor your Authorized Users will keep animals or birds in the Premises
nor bring motorcycles, motor scooters, mopeds, bicycles, scooters, skateboards or other
modes of transportation into areas not designated for them.

18.! You will not employ any service or contractor for services or work to be
performed in the Building, except as approved by CTRL Collective.

19.! You, your employees and invitees may not go on the roof of the Building.

20.! You will (and will cause your Authorized Users to) comply with all safety, fire
protection and evacuation regulations established by CTRL Collective, the owner of the
Building or any applicable government agencies.

III. Parking Rules. CTRL Collective may, in CTRL Collective’s sole discretion, provide you
with access to parking at or near the Premises, which parking access may be revoked at any
time. In the event that CTRL Collective provides you with parking at or near the Premises, you
agree to abide by the following regulations:
1.! Parking areas will be used only for parking by vehicles no longer than full size,
passenger automobiles and for no other purpose. No storage of any items including but not
limited to trucks, trailers, shipping/storage containers, boxes and pallets will be permitted in
either the parking areas or the Common Areas of the project in which the Building is located.

2.! You will not permit or allow any vehicles that belong to or are controlled by you
or your employees, suppliers, clients, customers, visitors or invitees to be loaded, unloaded, or
parked in areas other than those designated by CTRL Collective for such activities.

3.! Parking stickers or identification devices will be the property of CTRL Collective
and will be returned to CTRL Collective by the member upon termination of the member’s
Membership Agreement or parking privileges. You will pay such replacement charge as is
reasonably established by CTRL Collective for the loss of an identification device.

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4.! CTRL Collective reserves the right to relocate all or a part of parking spaces
within the parking area of the Building.

5.! Users of the parking area will obey all posted signs and park only in the areas
designated for vehicle parking.

6.! Unless otherwise instructed, every person using the parking area is required to
park and lock his/her own vehicle. Neither CTRL Collective nor the owner of the Building will
be responsible for any damage to vehicles, injury to persons or loss of property, all of which
risks are assumed by the party using the parking area.

7.! The maintenance, washing, waxing or cleaning of vehicles or other modes of


transportation in the parking areas or Common Areas is prohibited.

8.! You will be responsible for seeing that all of your Authorized Users, employees,
agents and invitees comply with this Membership Agreement, and the applicable parking rules,
regulations, laws and agreements.

9.! The Building owner reserves the right to modify these rules and/or to adopt such
other reasonable rules and regulations as it may from time to time deem necessary for the
proper operation of the Building and/or the parking area. You agree to abide by all such
existing, modified and new rules and regulations.

10.! Such parking use as is herein provided is intended merely as a license only and
no bailment is intended or will be created hereby.

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