Definitions

· “Us” or “CTRL Collective” means DB Coworking Holdings, 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 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 a particular office in the Building, CTRL Collective reserves the right to relocate you to a different office, offices or desks at any time.

(c) You may designate a certain number of individuals (which number is indicated on the Membership Form) to use, access, and/or receive the Services in accordance with this Membership Agreement. All Authorized Users must be designated in writing to CTRL Collective prior to being entitled to the Services. You may replace an Authorized User at any time by causing the Member Contact to send an email to CTRL Collective, which email must include the name(s) and email address(es) of the departing and new Authorized User(s) and the effective date of the change. The changes will not take effect until CTRL Collective confirms in writing that it has accepted and applied the change. An Authorized User will no longer be allowed access to the Services upon the earlier of (1) the termination or expiration of this Membership Agreement; (2) your removal or replacement of such Authorized User or (3) CTRL Collective’s notification to you that such individual is terminated as an Authorized User. CTRL Collective may terminate an individual as an Authorized User in CTRL Collective’s sole discretion, however, CTRL Collective will endeavor not to terminate any individual as an Authorized User unless such individual has caused Fellow Members to complain to CTRL Collective or if such individual violated this Membership Agreement (including the Community and Facility Rules and Internet Policy). If the number of Authorized Users, or individuals regularly using your Office Space, exceeds the number allocated on the Membership Form, you will be required to pay the then-current additional applicable fee. CTRL Collective reserves the right to limit the number of Authorized Users allowed at any point. By sending CTRL Collective a request to add an individual as an Authorized User, you are representing and warranting that you have obtained all necessary consent from such individual to provide to CTRL Collective the contact or other information about such individual.

5. Payment Terms.

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

(b) You agree to pay promptly (i) all taxes and license fees which you are required to pay to any governmental authority (and, at CTRL Collective’s request, will provide to CTRL Collective evidence of such payment) and (ii) any taxes paid by CTRL Collective to any governmental authority that are attributable to your use of the Services or Premises, including, without limitation, any gross receipts, rent and occupancy taxes, tangible personal property taxes, stamp tax or other documentary taxes and fees.

(c) 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.

(d) 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. 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.

(e) 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.

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 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 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 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 reserves the right to withhold or terminate any Services at any time, but not to terminate this Membership Agreement, for any reason, including for late payment as described in Section 4. Additionally, 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.

(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.

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 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, 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, 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 Los Angeles, California before one arbitrator who is (i) a retired judge from the Superior Court of California, County Los Angeles County; 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.

(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: DB COWORKING HOLDINGS CORP, 12575 Beatrice St., Los Angeles, California 90066, Attn: David Bren, CEO(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 of California. Venue for the resolution of any dispute arising out of the Membership Agreement shall be Los Angeles County, California.