WorkAbility Membership Terms & Conditions 1. Overview These Terms and Conditions (the “Terms”) describe your rights and obligations in connection with your receipt and use of the Facilities (defined below) and Services (defined below) provided by WorkAbility in connection with your Membership (defined below), or other agreements or services specified herein. Please read these Terms carefully, as they affect your legal rights. Among other things, these Terms include your agreement that except for certain types of disputes described in the “Governing Law; Arbitration and Class Action Waiver” section below, you agree that disputes between you and us will be resolved by binding, individual arbitration and you waive your right to participate in a class-action lawsuit or class-wide arbitration. If you have any questions about these Terms, please contact info@workability.works. By using any one or more of the Services or entering into a lease or other contract with WorkAbility or its affiliates, you are agreeing to abide by and be bound by these Terms. When the context in which words are used in these Terms indicates that such is the intent, words in the singular number shall include the plural and vice versa, and words in the masculine gender shall include the feminine and neuter genders and vice versa. 2. Who we are for the purposes of these Terms is the Filross 1328, LLC (sometimes referred to herein as “we,” “our,” “us,” or “WorkAbility”). We reserve the right to change the legal entity or trade name that performs, manages or charges you for the Services. 3. Who you are References to “you,” “your,” “Member” and similar words in these Terms refer to the individual or entity establishing a Membership. If you are an entity, you represent and warrant that you have all necessary rights, authority, and consent to bind such entity to these Terms. Also, if you are based outside of the US, by agreeing to these Terms, you are confirming that you are using the Services and related facilities for business purposes and not as a consumer (as defined in Regulation 4 of the UK Consumer Contracts Regulations). 4. Services Depending on your contract, we may provide you with access to office space, workstations, internet access, office equipment, conference space, knowledge resources, and/or other services (collectively, "Services"). The contract or agreement between you and WorkAbility for any Services or use or occupancy of any Facility is sometimes referred to herein as a “Membership” or a “Subscription.” The length or term of your Membership or Subscription is sometimes referred to herein as a “subscription period.” You will only be provided Services for which you subscribe and timely and fully pay. For the avoidance of doubt, references to “Services” in these Terms include your access to and use of our online member network, member-only events and offerings and space in any of our WorkAbility locations (each, a “Facility” and collectively, the “Facilities”) and certain other related services and features we may provide. The exact Services you receive will depend on (a) the product or services you have purchased or contracted for; (b) the Services available, which may vary by Facility or in general from time to time, and (c) additional features and services selected by you, such as through a “Service Package”, which may be subject to additional guidelines, terms, conditions and/or rules (“Additional Terms”), including additional payment obligations. “Services” do not include, and we are not involved in or liable for, the provision of products or services by third parties (“Third Party Services”) that you may elect to purchase in connection with your Membership, such as group health insurance, gym memberships or payroll services. Third-Party Services are provided solely by the applicable third party (“Third Party Service Providers”) and pursuant to separate arrangements between you and the applicable Third Party Service Providers. These Third-Party Service Providers’ terms and conditions will control with respect to the relevant Third Party Services. Some features of the Services may be subject to Additional Terms, which will be posted with those features or otherwise communicated to you. We will consider your use of those features your acceptance of the applicable Additional Terms, and those Additional Terms will be incorporated in these Terms by this reference. 5. How we might change our Services or these Terms The availability and scope of the Services, as well as the availability and scope of benefits we offer in relation to Third Party Services, are subject to change from time to time in our sole discretion. Without limiting the generality of the foregoing, you acknowledge that our Facilities, and the Services we may offer at any of our Facilities, are also subject to change from time to time. From time to time, we may also make modifications, deletions or additions to these Terms and will provide you with notice of changes to these Terms or to Services that apply to you, by emailing the last email address provided by you in your profile or by posting a notice on the WorkAbility online network or website or in a conspicuous location at any of our Facilities. You agree that such delivery or posting constitutes sufficient notice to you of such changes. Most changes will be effective immediately upon notice, except that pricing and fee changes will be effective upon your next subscription period. If you don’t agree to the changes, subject to the terms of your specific lease, contract or subscription, and, provided you are on a month-to-month subscription, you may cancel your Membership at any time, but note that there are no refunds for early cancellation. 6. Creating Your WorkAbility Membership The Services are generally available to Members and their permitted guests who are at or above the legal drinking age in the jurisdiction where such member or guest is receiving such Services unless we specify otherwise. Kindly be certain you and your guests qualify. You agree to provide us with accurate and complete information about yourself and your guests when you register or contract with us, as you use the Services, and otherwise upon request from time to time. By accepting and/or using the Services, you are representing and warranting that you and your guests are at or above the legal drinking age in the jurisdiction where the Services are being received. Guests are permitted only by invitation of a Member and are subject in all respects to these Terms. Prior to bringing or allowing a guest into any Facility or participating in any Services, you covenant and agree to notify all of your guests of these Terms and obtain their agreement to be bound hereby. The total number of individuals in any facility is limited by and subject to, in all respects, applicable laws, and codes, including the fire code. WorkAbility may limit the number of guests you are allowed to bring or invite or may prohibit you from bringing or inviting any guests, in WorkAbility’s sole discretion, and you and your guests or potential guests waive any and all claims and liabilities that you may have against WorkAbility related thereto. You must accompany your guests at all times. You agree to indemnify us for any damage or loss we may suffer related in any way to your guests or their presence at any facility. Your guests are not entitled to participate in any Services without becoming a Member and paying the applicable fees unless a particular Service is designed for guests to participate at no additional cost to the Member, which will be determined by WorkAbility in its sole discretion. 7. Passwords, fobs, and keycards You are prohibited from revealing your Membership password or transferring your fob or keycard or other access device or credentials (or letting them use your Membership) to anyone else, including guests, and from making any copies of any keys, keycards, fobs or other means of entry to our Facilities (each, an WorkAbility Membership Terms & Conditions 2 “Access Device”). You are responsible for maintaining the confidentiality of your password and the security of your Access Device. You must promptly notify us if you suspect your password or Access Device has been compromised. Access Devices remain our property, and you must return them immediately upon termination or expiration of your Membership. You may be charged a replacement fee for any lost or damaged Access Devices. 8. Linking to a company During the registration process, you may identify a Company (defined below) with whom your profile is associated. Alternately, your individual profile may have been created by an authorized representative of your employer or other entity for which you provide services (a “Company”), and your profile will be associated with such a Company. You agree that you will not falsely represent your association with any Company, impersonate any third party, or otherwise submit or present any false or misleading information to us or the WorkAbility community. In the event your relationship with the Company in your profile changes or ends, you agree to promptly update your profile to reflect this, you may submit a request to do so at info@workability.works. If your Membership is provided by a Company, you may lose access to the Services immediately upon termination or change in the status of your relationship with such a Company without notice. If you are an authorized representative of an entity receiving the Services, you hereby warrant and represent to us that (a) you have the proper authority to create, terminate and maintain the Company Membership and to add and remove individual members to and from the Membership and (b) you have obtained all necessary consent from any applicable individuals for the creation of their Memberships and the processing of individual information within and outside of the US. You agree to indemnify us for any loss we may suffer as a result of any breach of these warranties and representations. 9. Payments By signing up for a Membership, or any other Services (including any Service Packages or conference room reservations) and providing your payment information, you agree to pay us the recurring or nonrecurring fees associated with the particular Services you are purchasing, as displayed to you at the time you create your Membership and/or sign up for the relevant Services, or as updated by us from time to time upon notice to you. You acknowledge and agree that the payment method provided by you will be automatically charged the fees and any other amounts you may incur or be liable for (including for damages caused to any of our Facilities or property) in connection with the Services. Only a single payment method may be used at any given time to make payments for all Services you purchase in a single transaction. You must keep your payment information up-to-date and accurate. Your Membership Fees must be paid on time, without notice, offset or deduction of any kind for any reason. Recurring fees, which may include recurring membership fees (“Membership Fees”) and any other recurring fees you have agreed to in connection with the Services will be charged on the first (1st) of each month unless we notify you otherwise. Overage fees and other non-recurring fees will be charged within thirty (30) days of you accruing such fees. If payment for your Membership Fee or any other accrued and outstanding fee is not made by the tenth (10th) of the month in which such payment is due, you will be responsible for paying the then-current late charge. The current late fee schedule is listed in our FAQs. Your use of the Services may be immediately suspended, and/or terminated if we are unable to charge your payment instrument for any reason. When we receive funds from you, we will first apply the funds to any balances which are in arrears and to the earliest month due first. Once past balances are satisfied, any remaining portion of the funds will be applied to current fees due. The fees applicable to your Membership may be subject to modification from time to time, and such modifications will become effective upon your next subscription period. Your continued use of the Services following notice of any such modifications, and through the next payment date, constitutes your agreement to such modified fees. Subject to the terms of your applicable contract or agreement, you may at any time cancel your Membership as set forth below if you do not agree to any modified fees. If we have charged you Value Added Tax (“VAT”) and if, according to law, the Services provided by us to you pursuant to these terms are at any time found to be exempt from VAT, then we will credit the VAT charged to you and collected by us. In addition, in such an event, the fee charged to you will be retroactively increased by an amount equal to the VAT amount that is to be credited to you. Such credits and accompanying fee increase will offset each other and the total amount paid to us by you will remain the same. 10. No refunds All fees, including Membership Fees are non-refundable. All fees must be paid in the official local currency of the location of your contracting entity or as otherwise specified by WorkAbility. 11. Facility Rules Each Facility may have its own rules governing the expected behavior in such Facilities, which you can find at such Facilities and which you must comply with while using Services in such Facility. The rules of any Facility on which you receive or use Services are hereby incorporated into these Terms. Rules may be revised from time to time. In general, you will not perform any activity that is reasonably likely to be disruptive, damaging or dangerous to us, our employees or agents, other members, any guests or any other third parties or any pets or property of any of the foregoing. If you have questions about the rules or guidelines for any of our Facilities, please submit a request at info@workability.works. 12. Service Restrictions Your Membership, to the extent applicable, is specific to you. You cannot add additional members to your Membership or share your Membership credentials or Access Device with any other individual, including guests. Furthermore, you must not use any Services or any space you reserve or occupy in any Facility for “retail,” “medical,” or other uses involving frequent use by or visits from members of the public. 13. Specific Services ● Part of the Services may include, depending on your Subscription, a desk that is assigned to you for your exclusive use during your subscription period, subject to the terms and conditions set forth herein (a “Dedicated Desk”). You may only use the Dedicated Desk(s) assigned to you, and we reserve the absolute right to change the size or location of any Dedicated Desk at any time. Dedicated Desks may include a lockable desk or a pedestal. Dedicated Desks may not be available at all Facilities. Details of the Facilities where the Dedicated Desk is available may be found on the WorkAbility website. A Dedicated Desk may be booked by a Member at any one location where this Service is offered and is subject to availability. Dedicated Desk charges are payable one calendar month in advance. The Dedicated Desk charge is made for periods of not less than one calendar month. In the event that you fail to remove your property from the Dedicated Desk or surrounding area at the end of any Dedicated Desk subscription period or you allow Dedicated Desk charges to fall into arrears then WorkAbility shall have the right to remove and dispose of any such property. WorkAbility shall be under no obligation to notify you of any such removal and disposal and shall incur no liability of any kind for any loss or damage (however it may arise) which you may sustain as a result of such removal or disposal, and you hereby expressly waive any right to make any claim whatsoever arising out of or in connection with any such disposal whether for the value of the property disposed of or otherwise. Property removed WorkAbility Membership Terms & Conditions 3 from a Dedicated Desk will be stored and available for collection for a period of not less than ten working days after which period it will be disposed of in WorkAbility’s sole discretion. ● Part of the Services may include, depending on your Subscription, a one-day pass for a single individual (the “Day Pass”) for the nonexclusive use of un-assigned, available, communal workspaces and amenities within a Facility for a single day. The Day Pass does not entitle you to use any Private Office, Dedicated Desk or other assigned or private workspaces or amenities, nor does it guarantee availability or location of any communal workspaces or amenities. Day Passes may not be available every day or at every Facility. A Day Pass may be booked by a Member at any one location where this Service is offered and is subject to availability. Day Pass charges are payable by the day, in advance. With a Day Pass, you do not have the right to store or keep any personal property or other items in the Facility or at any desk or common area, other than strictly while you are physically present and using such a desk or common area. In the event that you fail to remove your property from the Facility or a portion thereof or the surrounding area at the end of the day for which you have purchased a Day Pass, WorkAbility shall have the right to remove and dispose of any such property. WorkAbility shall be under no obligation to notify you of any such removal and disposal and shall incur no liability of any kind for any loss or damage (however it may arise) which you may sustain as a result of such removal or disposal, and you hereby expressly waive any right to make any claim whatsoever arising out of or in connection with any such disposal whether for the value of the property disposed of or otherwise. Property removed from the Facility will be stored and available for collection for a period of not less than ten working days after which period it will be disposed of in WorkAbility’s sole discretion. ● Part of the Services may include, depending on your Subscription, an all-access roaming pass for a single individual (the “All Access Pass”), which is the same as a Day Pass but for which the Members has paid in advance for more than a single day, typically on a month-to-month basis. All of the terms and conditions set forth above with respect to the Day Pass apply equally to the All-Access Pass. ● Part of the Services may include, depending on your Subscription, a joint membership for two individuals (a “Joint Membership”), which is the same as an All-Access Pass, but for two people. All of the terms and conditions set forth above with respect to the All-Access Pass apply equally to the Joint Membership. ● Part of the Services may include, depending on your Subscription, a team member for three individuals (a “Team Membership”), which may include a Dedicated Desk for one individual and a Joint Membership for the other two individuals. All of the terms and conditions set forth above with respect to the Dedicated Desk and the Joint Membership apply equally to the Team Membership. ● Part of the Services may include, depending on your Subscription, a private office (a “Private Office”). A written lease agreement with WorkAbility is required in order to use a Private Office. To the extent of any conflict between the terms of such lease and these Terms, the terms set forth in the lease will prevail. ● Part of the Services may include, depending on your Subscription, virtual reception services (“Virtual Reception”). You agree to hold harmless WorkAbility and its members, managers, and employees from any claims related to the Virtual Reception, including any loss of business. ● Part of the Services may include mail services. When applicable, WorkAbility may, and you hereby authorize WorkAbility to, act as an agent for you in receiving and signing for mail and reasonably sized packages when such are delivered to you in conjunction with your Membership or other Services. WorkAbility will not be responsible for lost, stolen or damaged mail or packages. Depending upon the plan, you may be required to complete and submit to WorkAbility a USPS Form 1583, or similar form, which will become part of these Terms and such mail service will NOT commence prior to the completed forms being notarized, returned, and reviewed by WorkAbility’s staff. Any violation of USPS laws, rules, and/or regulations by you may result in immediate termination of your Membership or Services by WorkAbility. WorkAbility will accept mail in your name, as detailed in such agreement. WorkAbility is not responsible for mail returned to the sender for improper address. You authorize WorkAbility to sign for mail and packages deliverable only upon signature and agree to pick up mail and packages in a timely manner or storage fees may apply. Note: DBA’s or additional company names require separate forms and will incur additional charges for Address/Mail services. We are not obligated to perform any of the foregoing duties, and you waive all rights you have to make any claim or demand against us related in any way to the performance of, or lack, failure or refusal on our part to perform, any such duties. 14. Business Hours Unless otherwise specified in your particular contract or agreement, the Services, and access to the Facilities, will only be provided and available during Regular Business Hours. “Regular Business Hours” are from 8:00 a.m. to 8:00 p.m. on Business Days (defined below) in the time zone where the applicable Facility is located, with the exception of days prior to legal holidays, when Regular Business Hours end at 2:00 p.m. “Regular Business Days” are all weekdays, except Saturdays, Sundays, and local bank/government holidays and up to three other days of which we will inform you. Regular Business Hours and Regular Business Days may vary by Facility or generally from time to time in WorkAbility’s sole discretion. 15. Security You may be required to present valid, government-issued photo identification in order to gain access to our Facilities. Your right to enter into anyone's Facility for Services associated with your Membership, does not give you the right to enter into any other Facility. For security purposes, we may, but are not obligated to, record via video certain areas of our Facilities. If we deem it reasonably necessary, we may disclose information about you to satisfy applicable law, rule, regulation, legal process or governmental request, or to protect us, our members, or other individuals, or any of our or their property. It is your obligation to notify any of your guests about this policy. Although we reserve the right to hire security services or video monitoring services or undertake similar or other security measures, we are not obligated to do so, and you waive all rights you have to make any claim or demand against us related in any way to the presence or lack of security. Your presence at the Facility and use of the Services is at your own risk. WorkAbility Membership Terms & Conditions 4 16. Additional Services Additional Services may be available to you, either in connection with specific Facilities or pursuant to special or additional features, Service Packages, or other offerings. For more information about additional Services that may be available to you, please submit a request at info@workability.works or contact the applicable community team at any Facility. Additional terms may apply to the additional Services, and to the extent, you are receiving any additional Services, the applicable Additional Terms are hereby incorporated into these Terms by this reference. 17. Conference Rooms and Workspaces You may use credits for workspace or conference rooms or other Services in certain of our Facilities during such Facility’s Regular Business Hours, all subject to availability of such workspaces or conference rooms. The use of our workspaces and conference rooms in excess of any credits would be subject to the standard fees for such Services. Such fees are subject to change from time to time. 18. Property We are not responsible for any property you bring, store or leave behind in any of our Facilities. It is your responsibility to ensure that you have safely placed, stored and/or retrieved all of your personal items while at or leaving any Facility. Prior to the termination or expiration of your Membership, you must remove all of your property from all WorkAbility Facilities. Without providing you with notice, we will be entitled to dispose of any property remaining in any of our Facilities, and you waive any claims or demands regarding such property or our handling of such property. You will be responsible for paying any fees reasonably incurred by us regarding such removal, storage or disposal, and you waive all rights to receive payment for the cost or value of such items, even if we sell the items as our chosen method of disposal and retain the proceeds therefrom, all such proceeds, you agree, are our sole property. 19. Damage You may be held liable (and do hereby authorize us to charge you) for the repair cost for all damage to our Facilities and property and any other items or property in or around any Facilities or that are part of the Services, caused by you or your guests, invitees or where permitted, 20. Common areas If you are accessing our Facilities pursuant to these terms, common spaces in our Facilities are to be accessed by you, and to the extent we permit, your guests, starting from the time immediately prior to your reserved time in the Facility and ending at the time immediately following your reserved time in the Facility. 21. Intellectual Property of others You must not directly or indirectly take, copy or use any information or intellectual property belonging to us or other members or member companies or any of their guests, including without limitation personal names, likenesses, voices, business names, trademarks, service marks, logos, trade dress, other identifiers or other intellectual property, or modified or altered versions of the same. 22. Electronic Device Applications We may need to install software onto your computer, tablet, mobile device or other electronic equipment to provide you with certain of the Services (the “Application”). You acknowledge that your refusal to install such software may affect your ability to properly receive the applicable Services. We may (but are not obligated to) also provide you with technical support at your request. You agree that we (a) are not responsible for any damage to any of your electronic equipment or systems related to such technical support or software installation; (b) do not assume any liability or warranty in the event that any manufacturer warranties are voided; and (c) do not offer any verbal or written warranty, either expressed or implied, regarding the success of any technical support. Furthermore, you acknowledge that you have no expectation of privacy with respect to the Application or WorkAbility’s internet connection, networks, telecommunications systems or information processing systems (including any stored computer files, email messages, and voice messages), and your activity and any files or messages on or using any of those devices or systems may be monitored at any time without notice, including for security reasons and to ensure compliance with our policies, regardless of whether such activity occurs on equipment owned by you or us. You agree to abide by all terms, conditions, rules, regulations and licensing requirements related to all such software and Applications. Subject to your compliance with these Terms, subject to our legal right to do so, which we do not represent or warrant in any way, we grant you a limited, nonexclusive, nontransferable, revocable license to install and use the Application on a compatible mobile device that you own or control for your use, in each case in the manner enabled by us, for so long as you remain in good standing with your Membership. You acknowledge and agree that you are solely responsible for data usage fees and any other fees that your wireless service carrier may charge in connection with your use of the Application. As between you and us, we own all worldwide right, title and interest, including all intellectual property and other proprietary rights, in and to (a) the Application; (b) all related software and technology used by us to provide Application features and functionality and (c) all usage and other data generated or collected in connection with the use thereof. Except as expressly set forth herein, you agree not to license, distribute, copy, modify, publicly perform or display, transmit, publish, edit, adapt, create derivative works from, or otherwise make any unauthorized use of any of the foregoing. In addition, you agree not to reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code or underlying ideas, algorithms or trade secrets of the Application or any other software or technology of ours, except to the extent expressly required by applicable statutory law. The following shall apply to all applications, regardless of the type of device on which they are installed or used: (a) Both you and WorkAbility acknowledge that these Terms are between you and WorkAbility only, and not with any other vendor or manufacturer (collectively, “Manufacturer”) of the applicable device being used with the Application, and the Manufacturer is not responsible for the Application or any content made available through the Application; (b) The Application is licensed to you on a limited, non-exclusive, non-transferrable, non-sublicensable basis, solely to be used in connection with the Services for your private, personal, non-commercial use, subject to all the terms and conditions of these Terms as they are applicable to the Services and any applicable licenses for the Application; (c) You will only use the Application in connection with a device that you own or control; (d) You acknowledge and agree that the Manufacturer has no obligation whatsoever to furnish any maintenance and support services with respect to the Application; (e) In the event of any failure of the Application to conform to any applicable device warranty, including those implied by law, you will look solely to your Manufacturer for remedies related to such failure; WorkAbility Membership Terms & Conditions 5 (f) You acknowledge and agree that the Manufacturer is not responsible for addressing any claims you or any third party may have in relation to the Application; (g) You acknowledge and agree that, in the event of any third party claim that the Application or your possession and use of the Application infringes that third party’s intellectual property rights, your Manufacturer, will not be responsible for the investigation, defense, settlement, and discharge of any such infringement claim; (h) You represent and warrant that you are not located in a country subject to a US Government embargo, or that has been designated by the US Government as a “terrorist supporting” country, and that you are not listed on any US Government list of prohibited or restricted parties; (i) You acknowledge and agree that, in your use of the Application, you will comply with any applicable third-party terms of agreement which may affect or be affected by such use; (j) You acknowledge and agree that your Manufacturer and its subsidiaries are third-party beneficiaries of these Terms related to the Application, and that upon your acceptance of these Terms, such Manufacturer will have the right (and will be deemed to have accepted the right) to enforce these Terms against you as the third party beneficiary hereof; (k) The installation of the Application and your use thereof are at your sole risk, without liability of any kind on the part of WorkAbility. 23. Pets You may only bring pets into Facilities where we expressly allow pets, and we may require you to produce proof of vaccination for such pet in a form satisfactory to us, as well as compliance with any applicable laws, rules or ordinances, which may include, without limitation, registration of the pet with the local authorities. You must accompany your pet at all times. You will be responsible for any injury or damage caused by any pet that you or any of your employees, invitees or guests bring into any Facility. We will not be responsible for any injury to any pets, and you hereby waive any claims related thereto in any way, for any reason. We reserve the right to restrict the types of pets and restrict or prohibit any Member’s or other individual’s right to bring a pet into the Facilities at any time in our sole discretion. 24. You and other members and employees We do not control and are not responsible for the actions of other members or any other third parties (including any pets). If a dispute arises between members or their invitees, guests or pets, we shall have no responsibility or obligation to participate, mediate or indemnify any party, and you hereby waive any and all claims that you may have against us related to the acts or omissions of such other members, third parties or pets. Furthermore, you are prohibited from engaging in any type of business or transaction with any employee of WorkAbility or soliciting any WorkAbility employee for employment. 25. Membership termination Subject to the specific terms and conditions set forth in your particular Membership contract or agreement to the contrary, we may terminate your Membership at any time, for any reason or no reason. Notwithstanding anything to the contrary in your Membership contract or agreement, if you fail, or if we suspect that you have failed, to comply with any of the provisions of these Terms or your Membership contract, or at any other time when we in our reasonable discretion see fit to do so, we may, at our sole discretion, restrict your access to your Membership and the Services and/or terminate your Membership with immediate effect and without prior notice to you. In addition, we may decline to renew your subscription for any or all Services at the end of your subscription period for any reason or for no reason. We may also at any time terminate your Membership or any Services if we discontinue the Membership and/or Service. You can cancel your Membership at any time, by submitting a request at info@workability.works. Please note that if your individual Membership was created by a Company, (a) an authorized representative of such Company may at any time terminate your individual Membership by contacting us, and (b) we may terminate your Membership, even if the Company’s Membership remains active, and even if you continue to be employed or engaged by such Company. Cancellation will be effective immediately upon our receipt of notice of cancellation. We do not provide refunds upon termination or cancellation of your Membership with respect to amounts already paid. You will remain liable for past due amounts, and we may exercise our rights to collect due payment, despite termination or expiration of your Membership. All of your obligations to WorkAbility for payment and/or indemnification and any and all waivers and releases on your part set forth herein shall survive any termination or expiration of these Terms and/or the Services or your Membership to the fullest extent and timeframe allowed by law. 26. Advertisements In using the Services, you may encounter advertisements from Third Party Service Providers and our other business partners, which may be targeted to you based on certain information you provide to us or that we collect based on your use of the Services (the “Advertising Related Information”). The types and extent of advertising are subject to change. In consideration for us granting you access to and use of the Services, you agree that we, such Third Party Service Providers and our other business partners may provide you with such advertising from time to time, and you agree that we may disclose such Advertising Related Information to such third parties. 27. Endorsements and Testimonials From time to time, we may also publish testimonials by users and members related to their experiences with the Services. These testimonials are the users’ subjective opinions, and they represent individual results. We neither verify them nor claim that they are typical results that others will generally achieve. Names, locations, dates and other information may have been changed to protect the privacy of the individuals involved. All other testimonials and endorsements of any type, format or nature posted by users are not verified by us, and we make no warranty or representation as to their accuracy. You should be cautious when relying on any testimonials or endorsements, and you should assume the results described therein are not typical. 28. Use of the WorkAbility Name; Photos of the Facilities. You may not take, copy or use for any purpose the name “WorkAbility” or any of our other business names, trademarks, service marks, logos, trade dress, other identifiers or other intellectual property or modified or altered versions of the same, or take, copy or use for any purpose any pictures or illustrations of any portion of any Facilities or any component thereof, without our prior consent, which consent may be withheld, conditioned or delayed in our sole discretion. 29. Waiver and Release of claims To the extent permitted by law, you, on your own behalf and on behalf of your employees, agents, guests, and invitees, waive any and all claims and rights (collectively, “Claims”) against us, our landlords, our affiliates, parents, and successors and each of our and their employees, assignees, officers, agents, members, directors, vendors, contractors, guests and invitees (collectively, the “Benefited Parties”) resulting from injury or damage to, or destruction, theft, or WorkAbility Membership Terms & Conditions 6 loss of, any property, person or pet and release the Benefited Parties from any and all such Claims to the fullest extent permitted by law. You shall and hereby do waive California Civil Code Section 1542 or any other similar law of any jurisdiction, which says in substance: “A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which, if known by him must have materially affected his settlement with the debtor.” 30. We are not liable for the actions of other individuals We do not control and are not responsible for the actions of other individuals or pets using the Services or at our Facilities. You should be aware that other users or members may not be who they claim to be. We are not required, and may elect, in our sole discretion, to not perform background checks on our users or members nor do we guarantee that our users’ or members’ profiles are accurate. We do not endorse, support or verify the facts, opinions or recommendations of other users or members. 31. We do not have liability for third party products or services The Services may provide you with access to third-party products or services. The Services may also provide you with access to advertisements, including, from our other third-party business partners. We are not responsible for the content of these advertisements or any links, products, services or other materials relating to any third party products, services, advertisements or other materials. In no event will we be liable, directly or indirectly, to anyone for any damage or loss relating to any use of or reliance on any advertisement on the Services or any products, services or other materials relating to any advertisement. You agree that our making available access to or discounts for these third party services does not constitute provision of such third party services by us, and you will look solely to the applicable third party for provision of the applicable third-party services and for compensation for any claims, damages, liabilities or losses you may incur in connection with such third party services. 32. Limitation of Liability To the extent permitted by law, the aggregate monetary liability of any of the Benefited Parties to you or your employees, agents, guests or invitees for any reason and for all causes of action, whether in contract, tort, breach of statutory duty, or other legal or equitable theory will not exceed the total amounts paid by you to us under your Membership within the immediately preceding 12-month period, regardless of the nature or reason for the claim. None of the Benefited Parties will be liable under any cause of action, for any indirect, special, incidental, consequential, reliance or punitive damages, including loss of profits or business interruption, or for the cost of any substitute goods, services or technology, all of which you hereby waive. You acknowledge and agree that you may not commence any action or proceeding against any of the Benefited Parties, whether in contract, tort, breach of statutory duty, or other legal or equitable theory, unless the action, suit, or proceeding is commenced within one (1) year of the act or omission that gave rise to the claim or action. Furthermore, you waive any and all rights to seek or pursue any claim against any Benefited Parties who are individuals. Nothing herein shall be construed or deemed as an admission of liability or potential liability on the part of any Benefited Party, nor as creating any right for you to bring a claim of any kind against any Benefited Party, especially where such claim has been expressly waived herein. 33. Disclaimer of warranties and implied terms The Services and Facilities are provided “AS IS”. To the extent permitted by law, we disclaim all warranties and terms, express or implied, with respect to the Services or Facilities, including warranties, terms or representations as to the availability, operation, performance and/or use of our Services or Facilities, or any other materials on or accessed via the Services or Facilities, including any warranties or terms of merchantability, fitness for a particular purpose, title, non-infringement and any implied warranties, terms or indemnification arising from course of dealing, course of performance or usage in trade. 34. Indemnification You hereby agree to indemnify and hold harmless the Benefited Parties from and against any and all claims, liabilities, damages, and expenses (“Indemnified Claims”) including reasonable attorneys’ fees, resulting from any breach of these Terms by you or your employees or guests, or your or their invitees or pets or any of your or their actions or omissions, or presence at the Facilities or use of or participation in the Services, and the applicable Benefited Party will have sole control over the defense of any such Indemnified Claims. You are responsible for the actions of and all damages caused by all persons and pets that you or your guests invite to enter any of the Facilities, or who are there directly or indirectly because of you. You shall not make any settlement that requires a material act or admission by any of the Benefited Parties, imposes any obligation upon any of the Benefited Parties or does not contain a full and unconditional release of the Benefited Parties, without our written consent, which consent may be withheld, conditioned or delayed in our sole discretion. None of the Benefited Parties shall be liable for any settlement made without its prior written consent, in its sole discretion. 35. You agree to cooperate with us From time to time, we may investigate any actual, alleged or potential violations of these Terms or the Membership contracts or agreements. You agree to cooperate fully in any of these inquiries. You waive any and all rights against the Benefited Parties and agree to hold them harmless in connection with any claims relating to any action taken by us as part of our investigation. 36. Governing Law These Terms, the Services, and the transactions contemplated thereby shall be governed by and construed under: ● If you are a resident or otherwise based in the U.S., the laws of the State of Colorado, U.S.A. and the United States without regard to conflicts of laws provisions thereof and without regard to the United Nations Convention on Contracts for the International Sale of Goods or Colorado’s or any other implementation of the Uniform Computer Information Transactions Act. ● If you are solely outside of the U.S., the laws of England and Wales, without regard to conflicts of laws provisions thereof. 37. Venue Except that either party may seek equitable or similar relief from any court of competent jurisdiction in Denver, Colorado, any dispute, controversy or claim arising out of or in relation to these Terms, the Services or your Membership, or at law, or the breach, termination or invalidity of these Terms, the Services or your Membership agreement, that cannot be settled amicably by agreement of the parties shall be finally settled: ● If you are a resident or otherwise based in the U.S., in accordance with the arbitration rules of JAMS then in force, by one or more arbitrators appointed in accordance with said rules. The place of arbitration shall be Denver, Colorado, U.S.A. WorkAbility Membership Terms & Conditions 7 ● If you are solely based outside of the U.S., in accordance with the International Chamber of Commerce commercial arbitration rules then in force, by one or more arbitrators appointed in accordance with said rules. The place of arbitration shall be London, England. Any claim which is not subject to arbitration pursuant to this paragraph shall be adjudicated exclusively in the English courts. 38. Proceedings; Judgment The proceedings shall be confidential and in the English language. The award rendered shall be final and binding on both parties. Judgment on the award may be entered in any court of competent jurisdiction. In any action, suit or proceeding to enforce rights under these Terms, the prevailing party shall be entitled to recover, in addition to any other relief awarded, the prevailing party’s reasonable attorneys’ fees and other fees, costs and expenses of every kind in connection with the action, suit or proceeding, any appeal or petition for review, the collection of any award or the enforcement of any order, as determined by the arbitrator(s) or court, as applicable. These Terms shall be interpreted and construed in the English language, which is the language of the official text of these Terms. 39. Class Action Waiver Any proceeding to resolve or litigate any dispute in any forum will be conducted solely on an individual basis. Neither you nor we will seek to have any dispute heard as a class action or in any other proceeding in which either party acts or proposes to act in a representative capacity. No proceeding will be combined with another without the prior written consent of all parties to all affected proceedings. You and we also agree not to participate in claims brought in a private attorney general or representative capacity, or any consolidated claims involving another person's membership, if we are a party to the proceeding. You are giving up your right to participate as a class representative or class member on any class claim you may have against us including any right to class arbitration or any consolidation of individual arbitrations. 40. What if some of these Terms are not enforceable? These Terms as well as any rules of a particular Facility and any feature-specific guidelines, terms or rules that may be posted or provided to you, together with any written Membership contract or agreement, constitute the entire agreement between us regarding the Services and your Membership and supersede and merge any prior proposals, understandings and contemporaneous communications. If any provision of these Terms and/or any feature-specific guidelines, terms or rules that may be posted or provided to you are held to be unenforceable, then that provision is to be interpreted either by modifying it to the minimum extent necessary to make it enforceable (if permitted by law) or (if not permitted by law) disregarding it. If an unenforceable provision is modified or disregarded in accordance with this paragraph, the rest of these Terms and/or any feature-specific guidelines, terms or rules that may be posted or provided to you are to remain in effect as written, and the unenforceable provision is to remain as written in any circumstances other than those in which the provision is held to be unenforceable. The failure of either party to enforce its rights under these Terms at any time for any period will not be construed as a waiver of such rights, and the exercise of one right or remedy will not be deemed a waiver of any other right or remedy. 41. Nature of these Terms Notwithstanding anything in these Terms to the contrary, these Terms in no way shall be construed as to grant you any title, lease, easement, lien, possession or related rights in our business, Facilities or anything contained in our Facilities. These Terms create no tenancy interest (including any security of tenure), leasehold estate, or other real property interest. Neither party will in any way misrepresent the relationship between the parties. 42. OFAC You hereby represent and warrant that you are not, nor will you be at any time while you are a member, an entity or individual listed on the Specially Designated Nationals and Blocked Persons List published by the U.S. Department of Treasury, as updated from time to time. 43. Prior Agreements. Your Membership or Subscription agreement and these Terms, together with any lease for a Private Office executed by us and you, superseding any prior agreements, whether written or oral, with respect to your Membership and the Services. 44. Event/conference space Rental This contract, effective as of the date executed by WorkAbility below, for rental of the event venue identified below at 1576 Sherman St or 1532 Emerson Steert., is made by and between WorkAbility, hereafter referred to as the Owner, and Event Host hereafter referred to as the Renter, in accordance with the following provisions.

Please find the terms and conditions below :

1. All events must end by 10:00 PM.  Music (live or pre-recorded) must end at 10:00 PM to comply with Venue Sound Ordinances and to allow additional time for cleanup and venue closer by 11:00 PM.  The owner reserves the right to refuse event services or rental to anyone for any reason. This agreement may be prepared and signed electronically.

2.Amenities; Cleaning; Alcohol; Cannabis; Pets; Conduct of Participants.  Included for the event is one dedicated staff member for the duration of the event; Filtered water for all guests; Basic setup and breakdown of typical room eg Training Style, Horse-shoe, Standing Reception included. Renter is required to perform basic cleanup of trash, dishes, silverware and any messes beyond ordinary usage.  Additional setup/breakdown requirements and additional cleanup if needed will be charged at $150.00/hour per staff member. All other cleanup and setup requirements will be assessed and priced accordingly. No candles or open flame of any kind are allowed. Smoking of tobacco, cannabis or any other substance is strictly prohibited. 

Alcohol may be furnished at Renter’s expense. No open alcohol container or alcohol consumption is allowed outside the venue. The sale of alcohol is strictly prohibited without the Owner’s prior approval and appropriate licensing.  No alcohol may be served to minors or to any person who is visibly intoxicated, impaired or otherwise under the influence of drugs or any other substance. Cannabis products containing more than 0.10% THC may not be furnished or used on the premises. Pets must be licensed, currently vaccinated, accompanied by their owners at all times, and exhibit good behavior. The owner may refuse the entry or presence of any pet for any reason, in the owner’s sole discretion. 

Renter assumes all risk of liability, agrees to reimburse the cost of any damage to Owner’s property or facilities, and shall indemnify Owner and its employees and agents from any claims, arising from acts of participants, or Renter’s negligence or willful misconduct, or violation of this agreement.  Renter shall ensure that all participants behave in an orderly and adult fashion, and Owner reserves the right to exclude or request the removal of any person or group at the event whose actions are unruly, disruptive or otherwise reasonably deemed unacceptable by Owner. Vehicle parking is not provided.  No vehicles may be left overnight on WorkAbility premises.

3.Fees and Costs; Cancelation; Refunds. 

Renter agrees to pay WorkAbility a venue rental fee as outlined above for use of the venue for the event.  All charges must be prepaid and are nonrefundable unless otherwise agreed in advance. The Owner reserves the right to request a damage deposit under appropriate circumstances.  Cancellation and rescheduling of events, provided at least 24-hours prior notification is received by Owner, will be considered as grounds for a refund at Owner’s sole discretion, and rescheduling, where feasible, will be addressed at no additional charge.  Cancellation of events with less than 24-hours prior notification will not be considered as eligible for refunds. WorkAbility members are entitled to a 10% discount on all services and charges. 

4. Use of Caterers and Other Outside Vendors

The renter may use professional catering services and other outside vendors. All caterers and vendors must be licensed and insured, and are solely responsible for all set-up and clean-up related to their services.  Please allow appropriate advance time, and provide appropriate advance notice, for set-up and clean-up by outside caterers or vendors, to allow for proper coordination with WorkAbility staff.

By agreeing to the below I acknowledge that I have fully read, understood and agree to the foregoing provisions.

 

44. Contacting us If you have any questions relating to these Terms, please contact us at info@workability.works.