**1. Acceptance of Terms** The services Co//ab provides to you (“Member”) are subject to the following T&C (“T&C”). Co//ab reserves the right to update or alter the T&C at any time without notice to Member. The Co//ab membership application does not create a tenancy but a prepaid usage license to use the provided amenities on a monthly basis. Specific space within Co//ab is not assigned to a Member. Specific spaces are made available on as needed and space available basis. Access to and use of Collab’s facilities, services and amenities is subject to availability. All use of these facilities, services and amenities must be restricted to reasonable use and for the purpose intended. **2. Description of Services;** Relationship of Parties Co//ab may provide Member with access to desk space, Wi-Fi access, office equipment, coffee, conference space, knowledge resources, and other services (collectively, "Services"). The Services at all times are subject to the T&C. Section 14. Nothing contained in this Agreement shall create any partnership, joint venture or other relationship among the parties other than that of client-service provider. **3. No Unlawful or Prohibited Use** Member will not use the Services for any purpose that is unlawful or prohibited by the T&C. Member must comply with all legal requirements to obtain applicable business licenses and any required professional licenses. Member must provide copies of such licenses to Co//ab upon request. Member may not use the Services in any manner that could damage, disable, overburden, or impair any Co//ab property or interfere with any other party’s use and enjoyment of any Services. Member may not attempt to gain unauthorized access to any Services or accounts, computer systems or networks connected to Co//ab through hacking, password mining, or any other means. Member may not obtain or attempt to obtain any materials or information through any means not intentionally made available through the Services, nor may Member post or download files that Member knows or should know are illegal or that Member has no rights to have or access. Member hereby represents and warrants that Member has all requisite legal power and authority to enter into and abide by the T&C and no further authorization or approval is necessary. Member further represents and warrants that Member’s participation in or use of the Services will not conflict with or result in any breach of any license, contract, agreement or other instrument or obligation to which Member is a party. **4. Use of Services** Member agrees that, when participating in or using the Services, Member will not: * Use the Services in connection with contests, pyramid schemes, chain letters, junk email, spamming, spimming, or any duplicative or unsolicited messages (commercial or otherwise). * Defame, abuse, harass, stalk, threaten or otherwise violate the legal rights (such as rights of privacy and publicity) of others; * Publish, post, upload, distribute or disseminate any inappropriate, profane, defamatory, obscene, indecent, pornographic, or unlawful topic on or through Co//ab’s internet/Wi-Fi; * Upload, or otherwise make available, files that contain images, photographs, software or other material protected by intellectual property laws, including, by way of example, and not as a limitation, copyright, trademark laws (or by rights of privacy or publicity) unless Member owns or controls the rights thereto or have received all necessary consent to do the same; * Use any material or information, including images or photographs, which are made available through the Services in any manner that infringes any copyright, trademark, patent, trade secret, or other proprietary right of any party; * Upload files that contain viruses, trojan horses, Worms, time bombs, candlebots, corrupted files, or any other similar software or programs that may damage the operation of another computer or property of another Member, coworker, or staff; * Download any file that Member knows, or reasonably should know, cannot be legally reproduced, displayed, performed, and or/distributed in such manner; * Restrict or inhibit any other user from using and enjoying the Services; * Violate any code of conduct or other guidelines which may be applicable for any particular Service); * Collect information about other users, including email addresses, without the authorization or consent of the disclosing party; * Violate any applicable laws or regulations; or * Create a false identity for the purpose of misleading others. **5. Renewals and Terminations** This Agreement is automatically renewed via credit card at the end of each month or agreed upon period. The T&C must be adhered to at all times. Failure to follow the T&C can result in non-renewal or early termination of the usage license. Co//ab reserves the right to terminate any Service at any time, immediately and without notice to member, if Member fails to comply with the T&C. If the foregoing occurs happens, Co//ab will not refund any amounts paid for unused periods. Members may terminate this Agreement by giving a written notice of termination which notice will be effective as of the end of the calendar month in which such notice is made in writing to Co//ab, provided that such notice is given at least 15 days prior to the end of that calendar month. Should Member not provide notice of termination to Co//ab as set forth in the preceding sentence, then the Membership Period shall continue to the end of the following calendar month and the service fees for that calendar month will be payable. Co//ab reserves the right to deny or cancel memberships as it deems necessary for any reason whatsoever, and Member agrees to promptly remove any of Member’s property from the Co//ab facility upon notice of cancellation of membership. **6. Invoicing and Payment** The member’s monthly fee is automatically charged to Member’s credit card on file in Co//ab’s database system at the beginning of each month or agreed-upon period. By consenting to the T&C, Member authorizes Collab to access member’s credit card for automatic withdrawal on a monthly basis. In the event Member’s credit card is declined for any reason, Co//ab will charge a service of fee of $25. **7. Disclosure of information about Member** Member authorizes Co//ab to disclose Member’s participation in and use of the Services as Co//ab deems necessary to satisfy any applicable law, regulation, legal process or governmental request, or to edit, refuse to post or to remove any information or materials over which Co//ab has control, in whole or in part in Co//ab’s sole discretion. **8. Confidentiality** Member acknowledges and agrees that, during Member’s participation in and use of the Services, Member may be exposed to Confidential Information. "Confidential Information" means all information, in whole or in part, that is disclosed by Co//ab or any participant using the Services or any employee affiliate, or agent thereof, that is non-public, confidential or proprietary in nature. Confidential information also includes, without limitation, information about business, sales, designs, inventions, operations, knowhow, trade secrets, business affairs, any knowledge gained through examination or observation of or access to the facilities, computer systems and/or books and records of Co//ab, any analyses, compilations, studies or other documents prepared by Co//ab or otherwise derived in any manner from the Confidential Information that Member is obliged to keep confidential or know or has reason to know should be treated as confidential. Member’s participation in and/or use of the Services obligates Member to: * maintain all Confidential Information in strict confidence; * not disclose Confidential Information to any third parties; * not use the Confidential Information in any way directly or indirectly determined to be associated with Co//ab or any participant or user of the Services. All confidential information remains the sole and exclusive property of Co//ab or the respective disclosing party. Member acknowledges and agrees that nothing in the T&C or Member’s participation or use of the Services will be construed as granting any rights to Member, by license or otherwise, in or to any Confidential Information or any patent, copyright or other intellectual property proprietary rights of Co//ab or any participant or user of the Services. Member may not, without the prior written consent of Co//ab, use the Co//ab name in any advertising, brochures, or promotional materials. All of the foregoing applies, without limitation, to social media posts and disclosures. **9. Participation in or Use of Services; Authorization** Member acknowledges that Member is participating in or using the Services at Member’s own free will and decision. Member acknowledges that Co//ab does not have any liability with respect to Member’s access, participation in, use of the Services, or any loss of information resulting from such participation or use. Member represents and warrants that Member has all requisite legal power and authority to enter into and abide by the T&C and no further authorization or approval is necessary. Member further represents and warrants that Member’s participation or use of the Services will not conflict with or result in any breach of any license, contract, agreement, or other instrument or obligation to which you are a party **10. Disclaimer of Warranties** To the maximum extent permitted by applicable law, Co//ab provides the Services “as is” and with all faults, and hereby disclaims with respect to the services all warranties and conditions, whether express, implied or statutory, including but not limited to: merchantability, fitness for a particular purpose, lack of viruses, accuracy or completeness of responses, results, workmanlike effort and lack of negligence. There is no warranty, duty or condition of title, quiet enjoyment, quiet possession, correspondence to description or non-infringement. The entire risk as to the quality of the Services, or arising out of participation in or the use of the Services, remains with Member. **11. Exclusion of Damages** To the maximum extent permitted by applicable law, in no event shall Co//ab or its subsidiaries (whether or not wholly-owned), affiliates, divisions, business units, and their past, present and future officers, agents, shareholders, members, representatives, employees, successors and assigns, or parent entities jointly and individually be liable for any direct, special, incidental, indirect, punitive, consequential or other damages whatsoever (including, but not limited to damages for: loss of profits, loss of confidential or other information, business interruption, personal injury, loss of privacy, failure to meet any duty (including of good faith or of reasonable care, negligence, and any other pecuniary or other loss whatsoever) arising out of or in any way related to the participation in or inability to participate in or use of the services, the provision of or failure to provide services, or otherwise under or in connection with any provision of this agreement, even in the event of the fault, tort (including negligence), strict liability, breach of contract or breach of warranty of Co//ab, and even if Co//ab has been advised of the possibility of such damages. **12. Limitation of Liability** Notwithstanding any damages that Member might incur for any reason whatsoever (including, without limitation, all damages referenced above and all direct or general damages), neither Co//ab nor its subsidiaries (whether or not wholly-owned), affiliates, divisions, and their past, present and future officers, agents, shareholders, members, representatives, employees, interns, volunteers, successors and assigns, its parent entities under any provision of the T&C be liable to Member for any reason, and Member hereby waives any such liability. The foregoing limitations, exclusions and disclaimers, including the previous sections) shall apply to the maximum extent permitted by applicable law, even if any remedy fails its essential purpose. **13. Non-Disparagement** Member shall, during and after the participation in and use of the Services, refrain from making any statements or comments of a defamatory or disparaging nature to any third party regarding Co//ab, or any of Co//ab officers, directors, employees, interns, volunteers, personnel, agents, policies, services or products, other than to comply with law. All of the foregoing applies, without limitation, to social media posts and disclosures. **14. Indemnification** Member releases, and hereby agrees to indemnify, defend and save harmless Co//ab and Co//ab’s parent entities, subsidiaries (whether or not wholly-owned), affiliates, divisions, business units, and their past, present and future officers, agents, shareholders, members, representatives, employees, interns, volunteers, successors and assigns, jointly and individually, from and against all claims, liabilities, losses, damages, costs, expenses, judgments, fines and penalties based upon or arising out of Member’s negligent actions, errors and omissions, willful misconduct and fraud in connection with the participation in or use of the Services. Member further agrees in the event that Member brings a claim or lawsuit in violation of this agreement, Member shall be liable for any attorney fees and costs incurred by Co//ab or its respective officers and agents in connection with the defense of such claim or lawsuit. In the event this clause is triggered, Member forfeits the right to enter into any Co//ab facility or access to the Services indefinitely. **15. Warranty.** Member specifically recognizes and acknowledges that any business venture to be undertaken by Member depends upon the ability of Member as an independent businessperson, as well as other factors, such as market and economic conditions, beyond the control of Co//ab and Member. Member acknowledges success or failure of Member’s business enterprise will be dependent upon the business acumen and diligence of Member. Member specifically recognizes and stipulates that success or failure of Member’s business will not depend on the performance of Member or its affiliates under the T&C, and Co//ab makes no representation or warranty whatsoever as to the success of Member’s business. **16. Severability** In the event that any provision or portion of the T&C is determined to be invalid, illegal or unenforceable for any reason, in whole or in part, the remaining provisions of the T&C shall be unaffected thereby and shall remain in full force and effect to the fullest extent permitted by applicable law. **17. Insurance** Co//ab strongly suggests that Member obtain a renter’s insurance policy to protect Member’s equipment while using Co//ab space. Co//ab is not responsible or in any way to be held liable for the loss or damage of any of Member’s personal property while located at Co//ab. **18. Internet Policy** Usage of the internet and WiFi services provided by Co//ab signifies your acceptance of North State’s Universal Terms and Conditions, Acceptable Use Policy and Network Management Policy. These Terms and Conditions are available online for your review at http://northstate.net/terms-and-conditions#network-management-policy. To the extent that wired and/or wireless access to the internet is provided as part of the Services, service interruptions, if such occur, will be handled as promptly as possible. Co//ab is not responsible for any data, business or other losses as a result of such interruptions. Member is responsible to protect Member’s computer and data from electrical surges, theft, virus or other malicious attack. Co//ab is not responsible for any security breach of Member’s computer or data. Member agrees not to resell any aspect of the Services, whether for profit or otherwise, share Member’s IP address or ISP Internet connection with anyone, or to authorize any other individual or entity to use the Services. Member agrees that sharing the Services with another party breaches the T&C and may constitute fraud or theft, for which Co//ab reserves all rights and remedies. Member has no proprietary ownership rights to a specific IP or other address, log-in name, or password that Member’s use on Co//ab’s network. Co//ab may change Member’s address, log-in name, or password at any time. **19. Conference Rooms and Classrooms** Members whose membership provides for conference room or classroom time must schedule the use of a conference room in advance. Other Members may schedule use of the conference rooms or classroom for an additional fee. Only business related activities are permitted in the conference room and the classroom. Unused monthly allowance of conference space or classroom space cannot be accrued or transferred. “No-Shows” will be charged for the full time the room was reserved. Reservations can be cancelled up to 4 hours in advance without incurring “no-show” charges. **20. Facilities** Member shall not alter the Co//ab premises in any way without the prior written approval of Co//ab. **21. Likeness Release** Member consents to and authorizes the use by Co//ab of Member’s image and likeness in any photographs, video, or sound reproduction taken by Co//ab. Co//ab has the right to publish, exhibit, broadcast, transmit, reproduce, edit, modify, make derivative works of, distribute, display and otherwise use Member’s image or likeness on and in connection with any of Co//ab’s marketing, advertising or promotional materials of any kind, including but not limited to use on websites and/or Facebook pages, books, or DVD’s. Co//ab may exercise any of these rights without further permission from or consideration to Member, Member’s heirs, successors, or assigns. **22. Notices** All notices, requests, and other communications hereunder may be by electronic transfer if confirmed in writing, and shall be deemed to have been duly given by the parties if addressed and delivered by email, hand or facsimile. **23. Assignment** This Agreement is binding upon and inures to the benefit of the successors and assigns of each of the parties hereto. Notwithstanding the foregoing, Member may not assign this Agreement. **24. Waivers** No waiver of any breach of any provision of this Agreement shall constitute a waiver of a prior, concurrent or subsequent breach of the same or of any other provision hereof, and no waiver will be effective unless made in writing. **25. Entire Agreement** Governing Law The T&C represent the entire agreement between the Member and Co//ab. If for any reason any provision of the T&C is held to be invalid or unenforceable to any extent, then, to the extent that such provision is valid and enforceable, a court of competent jurisdiction shall construe and interpret the T&C to provide for maximum validity and enforceability of such provision, and such ruling will not affect the validity and enforceability of the remaining T&C. In the event of any default by Member as to any duty, warranty, or undertaking owed to Co//ab, Member shall pay, in addition to such other sums as may be due under the T&C, all costs and expenses incurred by Co//ab, including, but not limited to, the attorney’s fees of Co//ab. The laws of the State of North Carolina govern the validity of the T&C, the construction of the T&C, the interpretation of the rights and duties of the parties, the enforcement of the T&C, and all other matters relating to the T&C. The representations, warranties, and covenants made pursuant to and contained in the T&C survive the execution and delivery of the T&C and the consummation of the transactions contemplated in the T&C. 4825-6035-7920, v. 3
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