TERMS AND CONDITIONS

1.      ACCESS.  In consideration for the agreed-upon payments set forth above, you have been granted a revocable license to use the workspace and/or office(s) assigned to you, subject to the terms of this Agreement and the rules and regulations that may from time-to-time be promulgated by Rise Collaborative Workspace LLC (“RISE”). Your license also provides you with shared use of common areas in the RISE center. The building provides office cleaning, maintenance services, electric, heating and air conditioning to the center during normal business hours as determined by the building landlord. RISE reserves the right to relocate you to other space in the center from time to time.  If we exercise this right, it will only be to a space of equal or larger size and configuration and will be at our expense. RISE reserves the right to show the office(s) to prospective clients and will use reasonable efforts not to disrupt your business.

2.      SERVICES.  In addition to the items identified in the above Status Options & Available Amenities chart, RISE may provide you with certain services on an as-requested basis. The fee schedule for these services is available upon request.  The fees are charged to your account and are payable by the service fee payment date listed on the first page of the Agreement. You agree to pay all charges authorized by you or your employees. The fee schedule and menu of available services are updated from time to time.

3.      PAYMENTS. You agree to pay the fixed and additional service fees and all applicable sales or use taxes on the payment dates listed on the first page of this Agreement. If you dispute any portion of the charges on your bill, you agree to pay the undisputed portion on the designated payment date. You agree that charges must be disputed within 90 days or you waive your right to dispute such charges. You may be charged a late fee for any late payments. When you sign this Agreement, you are required to pay a fixed fee, set- up fees and a refundable retainer. The refundable retainer will not be kept in a separate account from other funds and no interest will be paid to you on this amount. The refundable retainer may be applied to outstanding charges at any time at our discretion.  RISE reserves the right to require that you replace retainer funds that RISE applies to your charges. At the end of the term of this Agreement, if you have satisfied all of your payment obligations, RISE will refund you the unused portion of the retainer within 45 days.

4.      OUR LIMITATION OF LIABILITY. You acknowledge that due to the imperfect nature of verbal, written and electronic communications, neither RISE nor RISE’s landlord or any of their respective officers, directors, employees, shareholders, partners, agents or representatives shall be responsible for damages, direct or consequential, that may result from the failure of RISE to furnish any service, including but not limited to the service of conveying messages, communications and other utility or services.  Your sole remedy, and RISE’s sole obligation for any failure to render any service, any error or omission, or any delay or interruption of any service, is limited to an adjustment of your bill in the amount equal to the charge for such service for the period during which the failure, delay or interruption continues.

WITH THE SOLE EXCEPTION OF THE REMEDY DESCRIBED ABOVE, YOU EXPRESSLY AND SPECIFICALLY AGREE TO WAIVE, AND AGREE NOT TO MAKE, ANY CLAIM FOR DAMAGES, DIRECT, INDIRECT, CONSEQUENTIAL, OR OTHERWISE, INCLUDING WITH RESPECT TO LOST BUSINESS OR PROFITS, ARISING OUT OF ANY FAILURE TO FURNISH ANY SERVICE, ANY ERROR OR OMISSION WITH RESPECT THERETO, OR ANY DELAY OR INTERRUPTION OF SERVICES. RISE DISCLAIMS ANY WARRANTY OF HABITABILITY, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE.

5.      LICENSE AGREEMENT.  THIS AGREEMENT IS NOT A LEASE OR ANY OTHER INTEREST IN REAL PROPERTY.  IT IS A CONTRACTUAL ARRANGEMENT THAT CREATES A REVOCABLE LICENSE.  RISE retains legal possession and control of the center and the space assigned to you. Our obligation to provide you space and services is subject to the terms of RISE’s lease with the building ownership and any building rules and regulations. This Agreement terminates simultaneously with the termination of RISE’s lease or the termination of the operation of RISE’s center for any reason. You do not have any rights under the RISE lease with RISE’s landlord. When this Agreement is terminated because the term has expired or otherwise, your license to occupy the center is revoked. You agree to remove your personal property and leave the RISE space as of the date of termination. RISE is not responsible for property left in the RISE space (including, but not limited to, your assigned office(s) or workspace) after termination.

6.      RENEWALS AND TERMINATIONS. Unless you indicated in the “Term Renewal Options” section above that you do not want this Agreement to renew at the end of its initial term, this Agreement will be automatically renewed at the end of each period without the necessity of consent of either party. Members may terminate this Agreement by giving a written notice of termination at least 30 days prior to the end of the term. Termination shall be in effect as of the end of the calendar month of that period. Should Member not provide timely notice of termination to RISE, unless you indicated in the “Term Renewal Options” section above that you do not want this Agreement to renew at the end of its initial term, then the Membership Period shall be renewed automatically and the service fees for that period shall be payable.

7.      DAMAGES AND INSURANCE.  You are responsible for any damage you cause to the RISE center or your workspace beyond normal wear and tear. RISE reserves the right to inspect the condition of your workspace from time to time and make any necessary repairs. You are responsible for insuring your personal property against all risks, including theft and casualty loss. You have the risk of loss with respect to any of your personal property. You agree to waive any right of recovery against RISE, its directors, offices and employees for any damage or loss to your property under your control.  All property in your office(s) is understood to be under your control.

8.      DEFAULT.  This Agreement must be adhered to at all times. You are in default under this Agreement if: a) you fail to abide by the rules and regulations of the center, from time-to-time in effect; b) you do not pay your fees on the designated payment date; or c) you do not comply with the terms of this Agreement. RISE shall have no obligation to give you advance notice of a default. Upon default, you shall forfeit your entire refundable retainer, RISE may immediately terminate this Agreement and your rights provided hereunder, and RISE may also pursue any and all other rights and remedies available at law or in equity.

9.      NON-DISCRIMINATION: RISE does not discriminate on the basis of race, gender, religion, age, ethnic or national origin, disability, sexual orientation or sexual identity and you agree to do the same while conducting your business in the RISE center.

10.    MISCONDUCT; CORRECTIVE ACTION: RISE reserves the right to make determinations in its sole discretion regarding acceptable standards of ethics, integrity and conduct of those who wish to enter the RISE center. RISE may limit or prohibit particular individuals (including, but not limited to, you, your employees, customers, and contractors) from accessing the RISE center, with or without explanation to you for the reason behind such limitation or prohibition. Furthermore, you acknowledge that conflicts may occur between individuals in any shared environment such as the RISE center, and that others may allege misconduct by you and your employees, clients, customers, and contractors such that RISE elects to take certain action to ensure a safe and supportive working environment for all. Such alleged misconduct may or may not be contrary to law, RISE’s rules and regulations, or any other standard of conduct, and may or may not be readily provable. If such a situation occurs, you agree and consent that RISE’s decisions to act (or not to act) will be in RISE’s sole discretion. When deciding what, if any, action to take with respect to any such allegation, you agree that RISE’s determination may depend on the nature and severity of the allegation, available information, the likelihood of reoccurrence of such alleged misconduct, and such other factors that RISE deems relevant. If RISE determines that, under the circumstances, an extensive investigation is warranted or is required by RISE’s landlord, insurer, a court of law, or law enforcement, then you agree to be responsible for the cost of any such investigation of matters relating to you or your employees, clients, customers, contractors or invitees. If RISE elects to ban or limit access to any individual, RISE will advise you of such decision and you agree to no longer grant access to the RISE center for that individual. You further agree to immediately notify RISE of any situations or circumstances that, in your reasonable discretion, you consider dangerous or which you believe could pose a threat to the safety or security of RISE or any individuals in the RISE center. You shall be responsible for the actions of all individuals you permit to enter the RISE center. RISE is not responsible for the economic and other consequences that you or any individual accused of misconduct incurs as a result of actions taken (or not taken) by RISE in good faith to protect the RISE center and its occupants and clients.

11.    RESTRICTION ON HIRING & COMPETITION. RISE employees are an essential part of RISE’s ability to deliver our services. You acknowledge this and agree that, during the term of your Agreement and for 6 months afterward, you will not hire any RISE employees. If you do hire a RISE employee, you agree that actual damages would be difficult to determine and, therefore, you agree to pay liquidated damages in the amount of one-half of the annual RISE base salary of the employee you hire. You agree that this liquidated damage amount is fair and reasonable. In addition to the foregoing, in consideration for this Agreement and the services and confidential information to be made available to you, you hereby agree during the term of this Agreement (as it may be extended) and for a period of 24 months after termination of this Agreement, you will not, without the prior written consent of RISE, in any manner, directly or indirectly, own any part of, become employed by, or otherwise become interested in any business that provides the same or similar services as RISE or otherwise competes with RISE and is located within a 50-mile radius of any RISE center location.

12.    PERMITTED USE; RULES AND REGULATIONS: You acknowledge that no unlawful, improper or offensive (in RISE’s sole discretion) use, business, trade or occupation may be conducted in the RISE center. You shall not cause or permit to be caused any disturbances, conditions, odors or situations which may be offensive to other RISE center users or that would interfere with the normal operations of RISE and its other clients. You also agree with RISE that you will not use tobacco products, including electronic cigarettes or smoking devices, while in the RISE center. While at RISE’s facility, you agree not to display or print pornography, or to permit the same. You agree not to send unsolicited commercial email (spam) using RISE’s network, and to cooperate fully when requested by RISE to remove viruses, worms, Trojans, bots and other malware from its computer systems, all of which shall be at your cost and expense. To minimize interference with the common wireless data and voice network(s) RISE provides for the use of all clients, you agree that you will not set up an independent wireless network at RISE’s facility without prior consultation and written approval from RISE’s technology staff. You may not offer workplace-related services that compete with those offered by RISE. RISE does notpermit its facility to be used for sleeping accommodations. You agree not to describe RISE as a business partner (or similar) without written permission. It is understood and agreed that you shall comply with any rules and regulations issued by RISE or its landlord from time to time from and after the date on which you are made aware of such rules and regulations.

13.    MISCELLANEOUS.

A.  All notices are to be in writing and may be given by registered or certified mail, postage prepaid, overnight mail service or hand-delivered with proof of delivery, addressed to RISE or you at the address listed on the first page of this Agreement.

B. You consent to the use of your likeness and the likenesses of your employees, members, partners and contractors in marketing, advertising, and other promotional materials of RISE. You further consent to RISE sharing your contact information with other RISE center occupants and clients, and to such other third parties as RISE may determine in its sole discretion.

C. Upon termination of this Agreement, you must notify all parties with whom you do business of your change of address. You agree not to file a change of address form with the postal service. Filing of a change of address form may forward all mail addressed to the center to your new address. In addition, all telephone and facsimile numbers and IP addresses are the property of RISE. These numbers will not be transferred to you at the end of the term. For a period of 30 days after the expiration of this Agreement, RISE will provide your new telephone number and address to all incoming callers and will hold or forward your mail, packages, and facsimiles at no cost to you. After 30 days you may request the continuation of this service at your cost.

D. In the event of a dispute between the parties hereto resulting in suit being filed in a court of law, the non-prevailing party, as determined by the court, shall pay the prevailing party’s attorney’s fees and costs of suit.

E.   This Agreement is governed by the laws of the state in which the center is located.

F. You may not assign this Agreement without RISE’s prior written consent in its sole discretion.

G. This Agreement is the entire agreement between you and RISE with respect to the subject matter hereof. It supersedes all prior agreements.