Access Member Subscription Agreement

Contract Date: Date member completed the membership sign-up form on the Access eCheckout Portal

This Subscription Agreement ("Agreement") is made by and between Industrious Account Management LLC, a Delaware limited liability company ("Industrious"), and the member ("Member") set forth below:

Terms:

Monthly License Fee: Pricing is determined by location and is specified on the Access eCheckout Portal. Should the Member desire access to multiple locations, Member must purchase a global add-on at an additional cost.
Term: The duration selected by the Member. Membership terms are offered on a month-to-month, six month, or twelve month basis.
Location: The specific location specified on the Access eCheckout Portal. Additional locations may apply only if the Member purchases an add-on, in which event, “Location” shall refer to all eligible locations.The Member shall have access to “Platinum” locations only if their selected home location is also a Platinum location and if they purchased a global add-on. If the Member’s selected location is not a Platinum Location, then none of the Platinum Locations are eligible for the Member to access during their membership. The following locations are deemed “Platinum”: Dedham 770 Legacy Place, Los Angeles 444 South Flower St, NYC Penn1 at 250 W 34th St, NYC 1411 Broadway, NYC 175 Greenwich, NYC 215 Park Ave S, NYC 31 Hudson Yards (Equinox), NYC 860 Broadway, Palo Alto 3223 Hanover St, Minneapolis 60 South 6th Street, South Florida 1111 Brickell Avenue. If the Member did not purchase any additional add-ons such as the global add-on, then their access is limited to their home location.
Industrious Location Affiliate: The Industrious-affiliated entity that leases or manages the specific Location utilized by a Member.
Open Workspace: Refers to any non-exclusive workspaces and workstations in the common areas, with access to a secure internet connection located at the Location. Member’s must make a reservation in the Member Portal or Mobile App prior to using an Open Workspace.
Private Office: Available for reservation at an additional cost.
Meeting Room: Three (3) meeting room hours per month are available to Members at no additional cost. Should Member use up such allowance, additional time may be purchased by the hour or by the day. Rates will vary by Meeting Room. Meeting Rooms must be reserved prior to use through the Member Portal or Mobile App.[^1]
Member Portal and Mobile App: Member will have access to the Member Portal and Industrious Mobile App (available for download on your mobile device) with the same credentials created and/or used when Member signed up through the Access eCheckout Portal.
Credit Card and Debit Card Surcharge: Credit Card and Debit Card Surcharges may apply in accordance with the Agreement.

Section 1. Open Workspace and Services

Open Workspace. Subject to these terms and conditions and payment of all applicable fees, Industrious will permit (or shall cause the applicable Industrious Location Affiliate to permit) Member to access and use the Open Workspace. The terms "Open Workspace", "building", "building in which such Locations are located" and any and all other similar terms describing the location of any Open Workspace, any Location, or any building in which any Open Workspace is located shall be deemed to mean any and all Locations used by Member pursuant to this Agreement. Member acknowledges and agrees that (i) Open Workspace is not a dedicated space or private office and only entitles the Member to space in our common areas; (ii) Open Workspace is available to Member and other members of the Location on a first-come, first-served basis, and accordingly, there is no guarantee of availability of Open Workspace in any Location; and (iii) Open Workspace will be shared by Member and other members of Industrious during the same day.

Member further acknowledges and agrees that Member shall not be entitled to any refunds, credits, abatements, termination rights, or other rights or remedies hereunder, in the event that (1) any Open Workspace is not available to Member at any Location on a specific date desired by Member, or (2) Industrious’s rights in the Location terminate or expire for any reason after the Contract Date or during the Term of this Agreement.
Services. All Locations will include standard power outlets, common area restrooms and a common area kitchen. For common use within such Location, Industrious will use good faith efforts to provide certain services (collectively, the "Services"), such as access to and use of shared internet connection and printers and other services (which may vary by location). Any or all of the Services may be provided by Industrious, an affiliate of Industrious, or any third party service provider designated by Industrious from time to time in its sole discretion. All Services, other than shared internet connection and printers, that may be provided by or on behalf of Industrious may be added, deleted, or changed at any time at the sole discretion of Industrious, with or without prior notice to Member.
Business Hours. Business hours for any Location may vary—the hours of operation in effect will be posted at such Location or otherwise made available to Member. Industrious reserves the right to close such Location on national holidays and on days with inclement weather at the discretion of Industrious. Certain Services may be available only during regular business hours, excluding holidays. Member’s designated home Location may be accessible outside of business hours using the key card assigned to Member, if applicable.
Software. In order to receive certain Services (including but not limited to access to the network, shared printing, etc.), Member may be required to install on Member’s computer device certain drivers or software tools (collectively, "Software"). Member acknowledges and agrees that Software may be owned, controlled, or provided by third parties, and that the installation or use of any Software may be subject to separate licenses, terms, conditions, or restrictions Industrious provides no warranties with respect to the Software (even if provided by or through Industrious), and as a condition of use of the Software, Member, on behalf of itself and its employees, agents, and invitees, waives any claim against Industrious, its affiliates, and any person acting on behalf of Industrious or its affiliates arising from or in conjunction with the installation or use of such Software.
Maintenance. Industrious will use commercially reasonable efforts to maintain all Locations in good functional condition; provided that Member is and will remain responsible for, and will indemnify, defend and hold harmless Industrious, Landlord (as defined hereunder), and their respective affiliates for any and all damage to any Open Workspace, Meeting Room, Private Office, Location and/or the building in which such Location are located, exceeding normal wear and tear, caused by Member or its agents, employees and invitees, and for the acts and omissions of Member and its employees, agents, or invitees. Member shall take good care of all parts of such Open Workspace, Meeting Room, Private Office, Location and/or the building in which such Locations are located, including any audiovisual equipment, fixtures and furnishings, which Member is permitted to use hereunder. Member shall not alter any part of any Open Workspace, Meeting Room, Private Office, Location and/or building or Industrious’s equipment, fixtures or furnishings.
Location Access. Member acknowledges that Industrious and its designees will at all times have access to such Open Workspace, for purposes including but not limited to the maintenance and safety of the same and any emergency situations. Industrious may temporarily move and/or replace parts and components of such OpenWorkspace, Private Office, and/or Meeting Room in Industrious’s sole discretion. Notwithstanding the foregoing, except in the case of emergency, Industrious will use commercially reasonable efforts not to disrupt Member’s business in or use of such Open Workspace, Meeting Room, and/or Private Office. Member also acknowledges that Locations may have additional security requirements for entry (such as check-in with building security, presentation of governmental identification documents for verification purposes and taking a photo at check-in). Member understands that noncompliance with such requirements will deny access to such Locations.
Guests. Member shall be entitled to bring two (2) guests into the Open Workspace per month, provided however that all guests must be checked in by Location staff. Notwithstanding the foregoing, if Member reserves a Meeting Room, the Member shall be entitled to have that number of guests equal to the Meeting Room’s seating capacity (which is provided when booking the Meeting Room), for the duration of the Member’s Meeting Room reservation. At all times, Member shall be liable for the behavior of their guests.
License Only. Notwithstanding anything herein to the contrary, this Agreement is a revocable license to access such Open Workspace, Private Office, and/or Meeting Room and receive certain Services, upon the terms and conditions set forth herein. The relationship between Industrious and Member is that of a licensor and licensee only, and not a landlord-tenant or lessor-lessee relationship. This Agreement will not be construed to grant Member any right, title, interest, easement, or lien in or to Industrious’s business, any Open Workspace, Meeting Room, Private Office, Location, or anything contained therein, nor will this Agreement be interpreted or construed as a lease. Member acknowledges that this Agreement creates no tenancy interest, leasehold estate, or other real property interest in Member’s favor and Member hereby waives any and all claims and/or defenses based upon any such interest.
Removal of Property. Upon leaving the Location, Member will remove all of its property from the Open Workspace, Meeting Room, Private Office, and the Location, leaving them in the same condition as they were in when Member first entered such Open Workspace, Meeting Room, Private Office, and/or Location, reasonable wear and tear excepted. Industrious will not be responsible in any way for any property or sensitive documents that are left unattended in an Open Workspace, Meeting Room, or Private Office. Industrious may remove and dispose of any of such property remaining in or at an Open Workspace, Meeting Room, Private Office or the Location in any way that Industrious chooses, without notice to Member (whether belonging to Member or its employees, agents, or invitees), and without waiving its right to claim from Member all expenses and damages caused by Member’s failure to remove such property, and Member and any other person or entity shall have no right to compensation from or any other claim against Industrious as a result. In the event that Member fails to remove its property from a Private Office or Meeting Room when the Member leaves the Location at the end at the day, in addition to any other rights and remedies Industrious has hereunder, Industrious will be entitled to charge Member the full daily rate or apply a Private Office Pass or Meeting Room Pass per person using such Private Office or Meeting Room by or through Member for each day or portion thereof that Member fails to remove its property in accordance with this Agreement.

Section 2. Term and Termination of Agreement

Termination for Breach. Industrious may terminate this Agreement in its sole discretion, effective immediately if Member or any of its agents, employees, or invitees breaches any provision in this Agreement or violates any of Industrious’s rules, policies, or codes of conduct. Provided that, if Member fails to pay any fee when due, if it is Member’s first delinquency in any twelve (12)-month period, Industrious will send Member written notice of the delinquency, and Member will have five (5) days from the date of such notice to cure the delinquency by paying all amounts owed (including late fees and finance charges, as applicable). Member is only entitled to one notice and cure period per twelve (12)-month period, and for any subsequent delinquency Industrious may terminate Member’s license and subscription immediately, in the Industrious’s sole discretion.
Termination for Convenience. Industrious may terminate this Agreement (i) immediately in the event that Industrious’s rights in the Location terminate or expire for any reason; or (ii) upon thirty (30) days’ written notice to Member in Industrious’s sole and absolute discretion.
Cancellation. To cancel, Members with a month-to-month Term must provide written notice at least thirty (30) days prior to the end of their membership Term. Members with six-month or twelve-month Terms must provide written notice at least sixty (60) days prior to the end of their membership Term. Such cancellation will be effective at the end of the following month with all fees still due in the interim.
Effect of Termination. Following the termination or expiration of this Agreement for any reason, Member will remain liable for all amounts due or owing as of the effective date of such termination or expiration (regardless of the date Member ceases to utilize such Open Workspace, Meeting Room, Private Office or such Location). Without limiting the foregoing, if this Agreement is terminated for breach pursuant to Section 2(b) above, Member will remain liable for all Monthly License Fees and any other fees owed through the remainder of the Term. All such Monthly License Fees and Broker Fees will be due and payable immediately upon such termination pursuant to Section 2(a). In the event this Agreement is terminated for convenience pursuant to Section 2(b) above, Industrious will within a reasonable time following the effective date of the termination return to Member any pre-paid Monthly License Fees or other fees applicable to the post-termination period. This Section 2 and Sections 4 through 7 of this Agreement will survive the termination or expiration of this Agreement for any reason, as will all other provisions of this Agreement that may be reasonably expected to survive such termination or expiration.

Section 3. Fees

Monthly License Fees. Beginning on the Contract Date, and continuing during the Term of this Agreement, Member will pay, in advance, the Monthly License Fee. The Monthly License Fee is due on or before the 1st of each month during the Term, provided that if the Contract Date falls on a date that is not the 1st day of the month, then on the Contract Date Member will pay the pro rata portion of the Monthly License Fee for the remainder of that month. All Monthly License Fees must be paid in U.S. dollars. All amounts paid under this Agreement are nonrefundable and noncancellable, except as expressly provided herein. When Industrious receives funds from Member, such funds will be applied first to any past-due balances, oldest to newest, then to any current monthly fees due and owing. Monthly License Fees are subject to change during the extension term (if any) as set forth in Section 7(m) hereunder.
Other Fees. Where permitted under state law, Credit Card and Debit Card Surcharge may apply in an amount that is commensurate with Industrious’s cost to accept and process credit card and debit card transactions. Any such Surcharge will be identified on the first page of this Agreement and on the Member’s monthly invoice. A ten percent (10%) late fee will be charged on any outstanding balance existing on the 5th day of any month. Additionally, Member may be subject to additional fees for declined payments due to insufficient funds, as set forth in fee schedules published or posted by Industrious from time to time. Member acknowledges that all fees are subject to change from time to time at the discretion of Industrious. Any late fees or charges are in addition to any other rights and remedies Industrious may have for Member’s breach of this Agreement.
Suspension of Services. Industrious may withhold or suspend any Services and/or access to any Open Workspace, Meeting Room, Private Office, and any Location while there are any outstanding amounts due or Member is otherwise in breach of this Agreement, in addition to any other rights and remedies Industrious may have. In the event that Industrious withholds services from Member pursuant to the foregoing, Industrious shall not be liable for any claim of business interruption or for any indirect, incidental, special, consequential, exemplary or punitive damages arising out of such actions.
Form of Payments. Payments for Monthly License Fees and other fees hereunder may be made by most major credit cards and debit cards.

Section 4. Member Obligations

Background Checks. Industrious reserves the right to conduct a basic criminal and OFAC background check on any or all of Member’s owners, officers, employees and agents who will be granted access to any Location (particularly if Member desires after-hours access for such persons), and Member agrees to use good faith efforts to assist Industrious with the same, at no cost of Member. After-hours access may only be granted to those persons who pass such background check to Industrious sole and absolute satisfaction. Member represents and warrants that neither Member, nor any of its owners, officers, employees or agents has been or will be: (a) designated as a "blocked person" as such term is described in Executive Order 13224, issued September 23, 2001 by George W. Bush, President of the United States; or (b) a person or entity described either as a Specially Designated Global Terrorist or a Specially Designated Nationals and Blocked Persons by the Office of Foreign Assets Control ("OFAC") of the U.S. Department of the Treasury. The continued accuracy throughout the Term of this Agreement of the foregoing representation and warranty is an ongoing material condition to this Agreement and, accordingly, Member has the obligation during the Term to immediately notify Industrious by written notice if the foregoing representation and warranty should ever become false. Any breach of the representation and warranty or failure on the part of Member to so update Industrious constitutes a breach of this Agreement.
Security. Industrious makes no warranty or representation to Member with respect to any security services or systems and Industrious expressly disclaims any liability related to the wrongful access, use or disclosure of any data or information that is processed, stored or transmitted through or by the Services, which includes without limitation, the Software. Member shall be fully responsible for the safety and security of its personal property brought into such Open Workspace, Meeting Room, Private Office, Location and/or building. As between Industrious and Member, Member shall also be fully responsible for any liability related to the wrongful access, use or disclosure of any data or information that is processed, stored or transmitted through or by the Services, which includes without limitation, the Software. Industrious shall not be liable to Member on account of any loss, injury, liability, damage or theft to any business or personal property of Member, its owners, officers, employees, agents and invitees, other than as a result of Industrious’s gross negligence or willful misconduct. Member acknowledges that all keys, key cards, key fobs, and other such items used to gain physical access to any Open Workspace, Meeting Room, Private Office, or the building in which such Locations are located, remain the property of Industrious, or its landlord or the owner of such Location or each of their respective affiliates (as applicable, "Landlord"). The term "Landlord" shall be deemed to mean each and every Landlord at any Location used by Member pursuant to this Agreement. Member will not attempt to (or allow others to) gain unauthorized access to any computer systems located at or serving any Location or any content or data of Industrious, other members, or any other person. Neither Member nor any of its agents, employees or invitees are permitted to enter any other office space in any Location. Member will use its best efforts to safeguard all Location’s and Industrious’s property and will be liable for all costs and expenses should any such property be lost or damaged as a result of Member’s and/or its employees’, agents’ or invitees’ acts or omissions. Member is solely responsible for maintaining all necessary security and control of any and all user names, passwords, or any other credentials issued to or used by Member or its employees, agents or invitees, for use with Industrious’s computer systems, networks, or other Services provided under this Agreement. Member will not allow (and will instruct its employees and agents to not allow) a party unknown to them to enter any Open Workspace, Meeting Room, Private Office, or any Location and acknowledges that such action may result in the termination of this Agreement. Member is and will remain responsible for the actions or omissions of all persons that Member or its employees, agents or invitees allow or invite to enter any Open Workspace, Meeting Room, Private Office, or any Locations.
Complaints. Member agrees that all issues and complaints relating to any Open Workspace, Meeting Room, Private Office or other members will be directed solely to Industrious. Member will have no direct access to or communication with the Landlord (if other than Industrious), and Member agrees not to send any complaints or demands to the Landlord directly.
Privacy Policy. Member agrees that the use of Location’s online portal and website are subject to Industrious’s Portal Terms of Use and Privacy Policy, which are available at www.Industriousoffice.com/portalterms/ and www.Industriousoffice.com/privacypolicy/, respectively, and which are subject to change from time to time in Industrious’s sole discretion.
Rules and Policies. Additional rules may be set forth in the Member handbook or other policy documents applicable to each Location, which are subject to change from time to time in Industrious’s sole discretion. Member agrees to abide by all rules and policies as determined by Industrious from time to time, whether communicated to Member verbally, by email, other written notice or public posting. Without limiting the foregoing, Industrious may require Member and each of its owners, officers, employees, agents and invitees who will be granted access to such Location to agree to and sign Industrious’s Anti-Harassment Policy prior to using any Open Workspace, Meeting Room, Private Office or Services.
Prohibited Conduct. In addition to any other applicable rules and policies issued by Industrious, Member agrees to the following terms and conditions:
1. No Assignment or Sublicense. Member may not sell, lease, license, distribute or grant any interest in any Open Workspace, Meeting Room, Private Office or any of the Services to any third party. Further, Member may not assign this Agreement in whole or in part, or otherwise transfer, sublicense or otherwise delegate any of Member’s rights or obligations under this Agreement, to any third party.
2. No Alterations. Member may not alter any Open Workspace, Meeting Room, Private Office or Location in any manner or attach or affix any items to the walls, floors or windows, without the prior written consent of Industrious.
3. No Unapproved Items. Member may not store any of its property or materials in any area of any Location. Member may not bring any additional furniture, furnishings or decorations into any Location, Open Workspace, Meeting Room, or Private Office or install any satellite or microwave antennas, dishes, cabling or telecommunications lines in any Location, Open Workspace, Meeting Room, or Private Office without the prior written consent of Industrious in its sole discretion. Member acknowledges that carts, dollies and other freight items may not be used in the passenger elevator except by appointment made with Industrious, at Industrious’s sole discretion.
4. No Retail Use. Member will use such Open Workspace, Meeting Room, or Private Office solely as general office space in the conduct of Member’s business and for no other use whatsoever. Use of such Open Workspace, Meeting Room, Location or Private Office for retail, medical or other type of business involving frequent visits by members of the public, manufacturing, or for any other use prohibited by the Member handbook is not permitted. Regular use of any Location is limited to those persons subject to background checks as set forth in this Agreement.
5. No Illegal Activities. Member may not use any Locations, any Services, or any Industrious computer systems or networks to conduct or pursue any illegal activities, including but not limited to, downloading, distributing or viewing any illegal content, engaging in any activity in violation of OFAC regulations, and/or illegally downloading any copyrighted content, or any other activity that violates any intellectual property rights, and any such conduct using any Location’s or Industrious’s systems or networks may result in immediate termination of this Agreement.
6. No Offensive Behavior. Member may not conduct any activity in any Open Workspace, Meeting Room, Private Office, Location and/or building in which any Location are located that is harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, invasive of another’s privacy, hateful, or racially, ethnically or otherwise generally regarded as offensive to other people, including but not limited to, involvement in hate groups or activities involving pornographic or sexually explicit materials or obscenities, whether written, oral, or in any form or medium. Member will refrain from any activities that may be disruptive, a nuisance or an annoyance, including but not limited to, acts of disorderly nature or excessive noise. Member may not conduct any activity which may be hazardous to other persons in the building. Industrious may determine at its sole discretion what activities may be deemed offensive, disruptive or hazardous.
7. No Malware, Spamming. Member may not upload any files that Member knows or suspects to contain or may contain viruses, Trojan Horses, worms, time bombs, corrupted files, or any other malicious code, whether known or unknown that may damage or disrupt Location’s or any other person’s computer systems or networks. Member will take precautions to prevent the spread of viruses, including but not limited to, using up-to-date anti-virus software, enacting policies to avoid opening suspicious emails, and avoiding suspicious websites. Spamming other members or any other persons is strictly prohibited, and any such conduct using any Location’s or Industrious’s systems or networks may result in immediate termination of this Agreement.
Personal Information. Member represents and warrants that it has obtained the necessary authorizations and consents for any personal information it processes through the Services, which includes without limitation, the Software.

Section 5. Intellectual Property and Confidentiality

Trademarks. Member may not use Location’s name, logo, trademarks, service marks or domain names (collectively, "the Industrious Marks") in any way in connection with Member’s business, without the express written consent of Industrious, in its sole discretion. Member will comply with all standards established by Industrious from time to time with respect to the Industrious Marks. Member hereby acknowledges and agrees that all right, title, and interest in and to the Industrious Marks belong to Industrious, and that all usage and goodwill of the Industrious Marks will inure only to the benefit of Industrious. Member will not use, register, or attempt to register any trademarks or domain names that are confusingly similar to the Industrious Marks, nor use the Industrious Marks in any manner that would indicate that Member has any rights thereto. If consent to use the Industrious Marks is granted as set forth above, Industrious reserves the right to revoke Member’s rights to use the IndustriousMarks at any time in Industrious’s sole discretion.
Publicity. Member may not use photos or illustrations of any Locations, or any the Industrious Marks, in any of Member’s marketing materials or in any other manner without the express written consent of Industrious. Further, no press release, advertising, sales literature or other publicity statements relating to the existence or substance of this Agreement or the relationship of the parties may be made by Member without the prior written approval of Industrious. Member grants Industrious and its affiliates the right to use Member’s trade name(s), logos and/or trademarks in Industrious’s materials prepared for its shareholders or members, or prospective shareholders or members.
Member Directory. Industrious may place Member’s name and contact information in a directory of the Industrious members; provided that Member will be given the opportunity to "opt-out" of such listing which it may do at any time.
Photo and Video Shoots. Member acknowledges that promotional photography and/or video recording (a "Shoot") may occur in any Location (but not within any reserved Private Office) from time to time. Industrious will provide Member with reasonable advance notice of any such Shoot, and at such time Member may request that Industrious endeavor to avoid capturing Member’s name, likeness, image, voice and/or appearance in the background any such recordings. Industrious will use commercially reasonable efforts to comply with Member’s request. Subject to the foregoing, by entering that portion of such Location in which a Shoot is taking place, Member and Member’s employees, agents, and invitees consent to such photography and/or video recording and the release, publication, exhibition or reproduction of such recordings in which they may appear for promotional purposes by Industrious and its affiliates and representatives. Subject to the foregoing, Member and its employees, agents, and invitees each hereby releases and discharges Industrious and its agents, representatives, and assignees from any and all claims and demands arising out of or in connection with the use of the name, likeness, image, voice, or appearance of Member or any of its employees, agents, or invitees, including any and all claims for invasion of privacy, right of publicity, misappropriation, misuse, and defamation. Member represents and warrants to Industrious that its employees, agents, and invitees will have been informed of and agreed to this consent, waiver of liability, and release before they enter that portion of such Location in which a Shoot is taking place.
Sensors. Member acknowledges that Industrious does or may utilize sensors that record usage of any Locations, excluding any Private Office, and amenities (the "Sensors"), and consents to the use of the Sensors. The Sensors monitor, among other things, the number of people utilizing a particular space or amenity, the times that a particular space or amenity is used, etc. Low resolution images may be captured, which will be processed by automated software, for the purpose of counting people and upon the completion of said task, the image will be deleted. No sound recordings will be made or captured and no high resolution photographs or videos will be taken. The data collected is anonymous aggregated data. Prior to the implementation of any sensors, Industrious will contractually prohibit vendors of any sensors used from combining any anonymous aggregated data with other data in any manner that could make it personally identifiable data. Industrious will use the data collected for improving or developing its service or products, or for any other lawful business purpose. Subject to the foregoing, Member and its employees, agents, and invitees each hereby release and discharge Industrious and its agents, representatives, and assignees from any and all claims and demands arising out of or in connection with the use of the Sensors, including any and all claims for invasion of privacy, right of publicity, misappropriation, misuse, and defamation. Member represents and warrants to Industrious that its employees, agents, and invitees will have been informed of and agreed to this consent, waiver of liability, and release before they enter that portion of such Location in which the Sensors are being used.
Confidential Information. Member may receive or learn certain confidential information about Industrious or Industrious’s other members, including without limitation, information regarding its or their business operations, business and marketing plans, pricing, technology, finances and methods (collectively, "Confidential Information"). Member agrees to hold all Confidential Information, whether belonging to Industrious or its other members, in strict confidence and to take all reasonable precautions to protect such Confidential Information. All terms and conditions of this Agreement (including, without limitation, pricing-related information) shall be deemed Confidential Information. Member acknowledges that any disclosure or unauthorized use of Industrious’s Confidential Information will constitute a material breach of this Agreement and cause substantial harm to Industrious for which damages would not be a fully adequate remedy. In the event of any such breach, Industrious will have, in addition to any other available rights and remedies, the right to injunctive relief (without being required to post any bond or security). If an employee or agent of Industrious becomes aware of any Confidential Information of Member, Industrious agrees to cause such employee or agent to hold such Confidential Information in strict confidence and to take all reasonable precautions to protect such Confidential Information, except any disclosure required by law, court order or in connection with a breach of this Agreement by Member.

Section 6. Liability

Waiver of Claims. Member will be solely responsible for maintaining the insurance coverage required hereunder and Member will look solely to such insurance for any and all claims, damages, costs, expenses, liabilities and rights it may have, except to the extent arising or resulting from the gross negligence or willful misconduct of an Industrious Party (defined hereunder). To the maximum extent permitted by law, Member, on its own behalf and on behalf of its owners, officers, employees, agents and invitees, hereby Waives (as defined hereunder) any and all claims, actions, damages, costs, expenses, liabilities and rights against the Location, each applicable Industrious Location Affiliate, Landlord, their respective affiliates, and each of their respective past, present and future principals, members, assignees, managers, directors, officers, employees, agents, successors and assigns (each an "Industrious Party" and collectively, "Industrious Parties") arising or resulting from (i) any injury or damage to, or destruction, theft, or loss of, any tangible or intangible property located in or about any Open Workspaces, any Meeting Rooms, any Private Offices, any Locations or the buildings in which such Locations are located, (ii) any personal injury, bodily injury or property damage (as such terms are defined by insurance regulations) occurring in or at any Open Workspaces, any Meeting Rooms, any Private Offices, any Locations or the buildings in which such Locations are located, (iii) the wrongful access or use of any data or information, or (iv) any loss of use or interruption of Member’s business or any interruption or stoppage of any Service, except to the extent arising or resulting from the gross negligence or willful misconduct of an Industrious Party. For purposes of this Agreement, "affiliates" of Industrious or of Landlord include any person or entity that controls, is controlled by, or is under common control with Industrious or Landlord, respectively, including without limitation, any subsidiaries or parent companies; and the term "Waives" means that Member, and its owners, officers, employees, agents and invitees waive and knowingly and voluntarily assume the risk of.
Disclaimer of Warranties. Industrious expressly disclaims and excludes all warranties, whether express, implied or statutory, with respect to any Open Workspace, any Meeting Room, any Private Office, any Location and the Services provided by or on behalf of Industrious, including but not limited to, any warranty of merchantability, fitness for a particular purpose, non- infringement, habitability, or quiet enjoyment, or any warranties that may have arisen or may arise from course of performance, course of dealing or usage of trade. Industrious makes no representations or warranties regarding the quality, reliability, timeliness or security of any Open Workspace, Meeting Room, Private Office, or any Services provided by or on behalf of Industrious, or that any Services will be uninterrupted or operate error free. Such Open Workspace, Meeting Room, Private Office,and Services provided by Industrious are provided "as is" and "with all faults", on a first-come, first-served basis without any guarantee as to availability on a certain date or in a certain Location.
Exculpation. Member agrees that Member is entering into this Agreement only with Industrious and not with any entity other than Industrious (i.e. the specific entity that leases or manages the location inputted on the Access eCheckout Portal). Member shall have no recourse, and shall not have the right to make any claim against any entity other than Industrious and the applicable Industrious Location Affiliate’s Location (but only to the extent such claim relates to Member’s use of an Industrious Location Affiliate’s Location and is not a Released Claim). Industrious affiliates (including any parent entities), beneficiaries, directors, employees, members, officers, partners, principals, shareholders, and trustees are each an “Exculpated Party,” and collectively “Exculpated Parties,” with respect to any obligations arising or related in any way to this Agreement. Industrious’s assets shall specifically exclude the assets of the Exculpated Parties. Member further agrees that this exculpation is an essential and material term of the Agreement and that Industrious would not have entered this Agreement without this exculpation agreement.
Limitation of Liability. The aggregate monetary liability of Industrious Parties to Member, its owners, officers, employees, agents and invitees for any reason and for all causes of action, whether in contract, in tort, or otherwise, not otherwise waived as set forth above, will not exceed the total fees paid by Member to Industrious under this Agreement during the twelve (12)-month period prior to the date on which the cause of action accrued. Notwithstanding anything herein to the contrary, in no event will any Industrious Party be liable for any claim or cause of action, whether in contract, in tort, or otherwise for any indirect, special, consequential, exemplary, or punitive damages, including but not limited to, loss of profits or business interruption,

even if Industrious has been advised of such damages. Member acknowledges that Industrious’s obligations under this Agreement are consideration for the foregoing limitations of liability. The limitations, waivers, disclaimers and exclusions in this Agreement apply to the maximum extent allowed by law, even if a remedy fails its essential purpose.

Limitation of Actions. To the extent not otherwise waived as set forth above, unless otherwise prohibited by applicable state or federal law, Member must commence any action, suit or proceeding against any IndustriousParties, whether in contract, tort, or otherwise, within one (1) year of the cause of action’s accrual and Member, on its own behalf and on behalf of its owners, officers, employees, agents and invitees, hereby Waives any claims not brought within such time period.
Indemnification. Member will indemnify, defend and hold harmless each of the Industrious Parties from, and against any and all actual claims, actions, proceedings, damages, liabilities, costs and expenses of every kind, whether known or unknown, including but not limited to reasonable attorney fees (collectively, "Claim(s)"), to the extent resulting from or arising out of (i) any breach of this Agreement by Member or Member’s owners, officers, employees, agents, or invitees; or (ii) any actions, errors, omissions, negligence, willful misconduct or fraud of Member or Member’s owners, officers, employees, agents or invitees. If any such Claim is brought against any of the Industrious Parties, Member will defend the Claim at Member’s expense, upon written notice from Industrious, using counsel approved by Industrious in writing, such approval not to be unreasonably withheld Industrious Parties’ refusal to consent to a settlement shall not be deemed unreasonable when the proposed settlement requires or results in Industrious Parties, or any one of them, admitting to any wrongdoing or liability.
Insurance Requirements. Member, at its expense, will maintain at all times during the Term of this Agreement reasonable and customary insurance policies for the size and scope of Member’s business. All insurance policy(ies) required to be carried by Member must be endorsed to waive all rights of subrogation against Industrious and its Landlord(s). Further, Member, on its own behalf and on behalf of its employees, agents, and invitees, hereby releases Industrious from any liability resulting from, and agrees to waive all rights of recovery against Industrious, on account of any and all claims it may have against Industrious, and shall cause its insurance company to waive all such claims by way of subrogation or otherwise. Industrious, at its expense, will maintain during the Term insurance in such amounts as required under Industrious’s lease, management agreement or other agreements to operate and manage such Locations as co-working spaces with its Landlord(s) for such Locations (as applicable, the “Lease”).The term "Lease" shall be deemed to mean each and every Lease at any Location used by Member pursuant to this Agreement.
Non-Solicitation. Except to the extent prohibited by applicable law, Member will not, during the Term of this Agreement and for a period of one (1) year thereafter, solicit the employment of any officer, employee, contractor, subcontractor or service provider of Industrious, which causes such person, directly or indirectly, to decrease or terminate its employment or business with Industrious. If Member hires any employee, contractor or subcontractor of Industrious during the period described, Member will pay to Industrious an amount equal to such person’s annual salary with or fees from Industrious. Notwithstanding the foregoing, nothing in this paragraph shall restrict or preclude Member from hiring any person who responds to a general solicitation of employment through an advertisement not targeted specifically at Industrious or its employees.

Section 7. General

Breach of Agreement. In the event of a breach of this Agreement by Member, Industrious will have any and all rights and remedies available to Industrious as set forth in this Agreement, at law and/or in equity, including without limitation, recovery of all

court costs and reasonable attorneys’ fees incurred by Industrious in pursuing such remedies, whether legal action is filed or not, all of which rights and remedies are cumulative and not exclusive of each other.

Entire Agreement. This Agreement, including all schedules and attachments incorporated by reference, sets forth the entire understanding of the parties relating to its subject matter, and all other understandings, written or oral, are superseded. This Agreement will also be deemed to include all policies, procedures, and requirements published by Industrious from time to time, with which Member hereby agrees to comply. Except as otherwise provided in this Agreement, this Agreement may not be amended except in a writing executed by both parties.
Subordination. Notwithstanding anything herein to the contrary, this Agreement is at all times subject and subordinate to each Lease with each Landlord at any Locations used by Member pursuant to this Agreement and to any other agreements to which each such Lease is subject or subordinate. Member acknowledges that Member has no rights under any Lease.
Governing Law; Venue. This Agreement is governed by the laws of New York, without giving effect to any conflict of law principle that would result in the laws of any other jurisdiction governing this Agreement. Except that either party may seek equitable relief from any court of competent jurisdiction located in New York County, New York, any dispute arising out of or relating to this Agreement—including the breach, termination, and validity of this Agreement, and the arbitrability of any claim— that cannot be resolved amicably by mutual agreement shall be finally settled by confidential and binding arbitration 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 New York County, New York. In any action, suit or proceeding between Industrious and Member, including any appellate or alternative dispute resolution proceeding, to enforce rights under this Agreement, the prevailing party shall be entitled to recover from the non-prevailing party, in addition to any other relief awarded, all of its costs and expenses in connection therewith, including, but not limited to, reasonable attorneys’ fees.
Class Action Waiver. Any proceeding to resolve any dispute relating to or arising under this Agreement in any forum will be conducted solely on an individual basis. Neither party will assert any claim (including counterclaim) against the other in arbitration or litigation on a class or consolidated basis, and neither party will pursue or participate in any claim against the other in a representative or private attorney general capacity. No proceeding will be combined with another without the prior

written consent of all parties to all affected proceedings. This class action waiver precludes Industrious and Member from pursuing, participating in, or being represented in any class, consolidated, or representative action regarding any claim against the other.

Waivers. Neither party will be deemed by any act or omission to have waived any of its rights or remedies hereunder unless such waiver is in writing and signed by the waiving party, and then only to the extent specifically set forth in writing. No delay or omission by any party in exercising any of said rights or remedies shall operate as a waiver thereof. Further, one or more waivers of any covenant or condition by either party will not be construed as a waiver of a subsequent breach of the same covenant or condition, and the consent or approval by either party to or of any act requiring such consent or approval will not be deemed to render unnecessary future consent or approval to or of any subsequent similar act.
Relationship of the Parties. The parties to this Agreement are independent contractors and will not be considered agents, employees, servants, joint venturers, or partners of one another. Neither party has the authority to bind the other party except as explicitly set forth in this Agreement, and neither party will make any representation or warranty otherwise. Industrious will have no responsibility for any fee or expense incurred by Member in connection with either party’s performance of this Agreement, or provision or use of the Services.
Successors and Assigns. In the event of any transfer or transfers of the Industrious’s interest in any Location, Industrious will automatically be relieved of any and all respective obligations accruing from and after the date of such transfer with respect to such Locations. Following any such transfer(s), all rights, obligations and interests of Industrious under this Agreement will apply to, inure to the benefit of, and be binding on any such successors and assigns of Industrious with respect to such Location.
No Third-Party Beneficiaries. Except for third parties entitled to indemnity under this Agreement or third parties whose liability is specifically limited pursuant to the terms of this Agreement, the parties to this Agreement do not intend to confer any right or remedy on any third party.
Force Majeure. Neither party is liable for, and will not be considered in default or breach of this Agreement on account of, any delay or failure to perform as required by this Agreement (with the exception of Member’s obligation to pay any sum due to Industrious hereunder, including without limitation, the Monthly License Fees, which obligation will remain unaffected by the provisions of this paragraph) as a result of any causes or

conditions that are beyond such party’s reasonable control and which such party is unable to overcome by the exercise of reasonable diligence, provided that the affected party will use commercially reasonable efforts to promptly resume normal performance. For the avoidance of doubt, Member’s payment obligations under this Agreement remain unaffected by circumstances beyond Industrious’s reasonable control, including public health crises (such as COVID-19) and public health measures in response thereto.

Severability. If a provision of this Agreement is determined to be unenforceable in any respect, the enforceability of the provision in any other respect and of the remaining provisions of this Agreement will not be impaired.
Notices. Unless expressly specified otherwise herein, all notices, requests, demands and other communications to be delivered hereunder will be in writing and delivered in person, by nationally recognized overnight carrier, or by registered or certified mail, return-receipt requested and postage prepaid, to the following addresses: if to Industrious, to: Industrious, Attn: Legal, 215 Park Avenue South, 12th Floor, New York, NY 10003; and if to Member: to the address provided by Member upon execution of this Agreement. All notices will be deemed effective as of the date of confirmed delivery or refusal of receipt. In addition to the foregoing methods, notices from Industrious to Member may also be delivered by email to the email address provided by Member upon execution of this Agreement. Notices of non-renewal by Member may, at the Member’s option, be delivered by email to Industrious email address provided to Member upon execution of this Agreement. Delivery of notices by email hereunder will be deemed effective upon transmission. Each party may update its respective address and/or e-mail address from time to time upon written notice to the other. Member must promptly provide Industrious with any change of address, e-mail address and other contact information (including phone number). Member agrees to accept community-wide emails sent out to all members by Industrious from time to time, which will be the responsibility of Member to review.
Updates to Agreement; Monthly License Fee Changes. Notwithstanding any other provision in this Agreement, Industrious may from time to time update the terms of this Agreement by providing at least thirty (30) days’ notice to Member; provided that such updates shall not materially interfere with Member’s rights under this Agreement or impose any additional material obligations on Member. Member acknowledges that Member’s continued use of such Open Workspace, Private Office, Meeting Room and/or Services beyond such thirty (30)-day period will constitute acceptance of such updated terms. In addition, Monthly License Fees are subject to change from time to time during the extension term, if any, in Industrious sole discretion upon sixty (60) days’ written notice, provided that price adjustments will not exceed ten percent (10%) at a time. Member acknowledges that the Industrious may serve notice of any changes to Services, fees (other than Monthly License Fees hereunder) or other updates through community-wide emails sent out to all members or through notices posted at such Locations, and Member agrees to accept and review such community-wide notices.
Accord and Satisfaction. No payment by Member or receipt by Industrious of a lesser amount than required hereunder will be deemed to be other than on account of the earliest amounts due hereunder, nor will any endorsement or statement on any check or any letter accompanying any check or payment be deemed an accord and satisfaction and Industrious may accept such check or payment without prejudice to its rights to recover the balance of such amounts or pursue any other rights and remedies it has under this Agreement.
Time of Essence. Time is of the essence with respect to the performance of each of Member’s obligations under this Agreement.