Membership Terms & Conditions

Membership Benefits

Subject to the terms of this agreement and compliance with the Rules that we have established, we will provide each Member the 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 in the co-working and office space during regular business hours on regular business days as customary. Air Conditioning during the summer months unless advised not available in your specific location.
• 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 updated 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 (including the right to disable your access to the space) 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.

Late Fees

If we have not received a monthly payment from you, you (Primary Member) will receive a non-payment notice on the 10th of the month along with a late fee charge. Late fee charges are a percentage of your outstanding monthly payment. If we do not receive payment from you during the month, you will continue to receive non-payment notices. We currently charge a late fee equal to the lesser of 10% of the outstanding balance per month or the maximum rate / fee permitted by law. Late fee percentages and schedules are subject to change

TERMINATION

Term

This agreement will be effective when you accept our terms 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 thirty (30) 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 thirty (30) days from the Start Date, you will not be entitled to a refund 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 reasonable 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.

OTHER PROVISIONS

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 you 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 in the aggregate over the six (months) leading up to the claim. 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.

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.

MISCELLANEOUS

Nature of the Agreement

Notwithstanding 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.

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 where the total amount of the award sought by either party is less than $100,000 shall be resolved via binding non-appearance-based arbitration initiated through the American Arbitration Association ("AAA"). All aspects of the arbitration proceeding, and any ruling, decision or award by the arbitrator, will be strictly confidential for the benefit of all parties.