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General Terms and Conditions

TERMS AND CONDITIONS In consideration for the mutual benefits exchanged by SMISER SAN DIEGO, LLC, a California limited liability company, (dba WORK at THIRD and F) (the “Company”, “us” and “we”) and the undersigned (“You” or the “Member” or "Customer", collectively the “Parties”), the Parties hereby agree to the following terms, conditions and representations (the “T&C”), in connection with the your receipt and use of services provided by the Company for membership, desk rentals, conference rooms and other services as may be provided from time to time. By using the Services, you are agreeing to abide by and be bound by the Terms and Conditions, as stated herein. You further agree the Arbitration paragraph below and agree that any disputes between You and the Company shall be resolved by binding arbitration.

1. Terminolgy. For the purposes of inhouse agreements including the Terms, the following terminology shall be used: WE –we shall refer to the Company (Smiser San Diego, LLC dba WORK at THIRD and F, or its subsidiaries), or the terms our, us and WORK. YOU – For the purposes of inhouse agreements including the Terms, you or your shall refer to the Parties, or any individual or entity registering for these services and agreeing to be bound by the Terms. SPACE – The desk or office space for which your receipt entitles you.

2. Services. Services shall refer to access to desks, office space, online member network, internet, member-only events and certain other related services and features we provide. The exact services for which you have access will be determined by the Membership Plan you purchase, and subject to change as deemed necessary by the Company. To use our Services you will need to access our online website at https://member.thirdandf.com. You will need to agree to the Terms and Conditions Agreement, the Privacy Agreement, the Rules and Regulations, and the Data Service Agreement. You will be notified by email of modifications to any of our agreements or Services that apply to you. Some features and plans will involve additional terms, obligations and fees. Member agrees to comply with the T&C at all times. Failure to adhere to the T&C can result in nonrenewal or even early termination of the usage license described in this agreement. The Company reserves the right to terminate any Service at any time for any reason, immediately and without notice. This can include non-payment or violation of any of the Service Agreements, including Terms & Conditions, Privacy, Data Service or Rules and Regulations. If termination occurs, the Company will refund any amounts paid for unused periods that remain, provided the Company may deduct any pending charges, on a prorate basis and charges for any damage beyond the value of the deposit. Services do not include the provision of products or services purchased from third parties (“Third Party Services”) that you may elect to purchase through your membership.

3. Membership Details. You are subscribing to the membership and services options as indicated on your online account and Receipt. This agreement will be automatically renewed at the end of each period with the consent of each Party in accordance with paragraph 17 below. You will be automatically invoiced monthly in advance the usage license fee (the “Membership Fee”) based on your membership option. Payment is required at the beginning of the month for that period, at the date specified in the invoice. Payment for casual usage is paid on the day of use unless other payment arrangements have been made with the Company. Monthly credits included with a membership plan must be used in the month they are applied, and do not carry over to future months.
4. Permitted Use. Member shall use the Space solely for office purposes and for no other use whatsoever, subject to the Terms, including reading, writing, typing, phone conversations, meetings with up to one person at a time, and other normal office work conducted in a manner which shall not unreasonably disturb other people using other spaces within the Space. Speakerphones of any type including cellphones, conference calls and computer speakers are not allowed within the office. Loud speaking or shouting at other people or over the telephone shall not be allowed at any time.
5. Exclusivity. During the term of this agreement, the Company shall not allow any other person or entity to use the Space other than as specifically described in the T&C and/or as limited by the express and conditions of this agreement. Notwithstanding the above, the Company and its designees may, from time to time, temporarily move the furniture, remove or replace parts and components of the Space. The Company shall at all times have access to and around the Member’s Office Space for the purpose of maintaining the Space and in the course of carrying out such actions and/or cleaning and/or maintenance. For the purpose of this provision or any other, unless stated otherwise, the Company shall not be required to provide notice to You as a condition precedent to such maintenance or action.
6. Relocation. The Company may relocate You from the Office Space to other substantially similar size space within the Space on seven (7) business days’ prior written notice to You. The Company shall not be responsible for any loss of income, relocation expenses, or any other costs directly or indirectly incurred by Member in connection with any such relocation. The Company shall not be responsible for any inconvenience or expenses incurred by any third parties in privity with You or other third parties in connection with said relocation. You shall indemnify and hold harmless the Company from all claims by such third parties made in connection with any such relocation, and You shall be responsible for the payment of any costs and legal fees incurred by the Company in connection with any suits brought by third parties and/or Member in connection with the Company’s relocation of Member. This paragraph 5 shall survive the termination of this agreement.
7. No Tenancy. The Company provides co-working services on an “as is” basis as a service and not as a lease of real property, and disclaims all warranties and conditions, whether express, implied or statutory, including, but not limited to, merchantability, title, quiet enjoyment, possession, fitness for a particular purpose or use, to the extent permitted by law. Your right to use the Space is a usage license; Member have no real property lease right. You hereby understand, agree and warrant that Member is not a tenant and the Company is not a landlord and there is no tenancy relationship whatsoever as defined under California case law or any legislation, rules, or regulations promulgated by the State of California.
8. No Residency. The Space is a commercial facility. Using the location or your membership for the purpose of establishing a personal residence is not permitted. You understand, agree and warrant that Member is not a residential tenant at the Space.
9. Behavior. The Member agrees to conduct himself or herself according to the policies that the Company implements from time to time regarding personal behavior in the Space located at 310 Third Avenue, Chula Vista, California (the “Space”). At the Company’s sole discretion, your membership at the Space may be terminated for behavior that violates any such policies.
10. Termination. You agree not to use the Space for any purpose that is unlawful, prohibited, or that could damage, disable or impair the property of the Company or of other members, or prevents other members from enjoying the Space, or that would damage the reputation or business of the Company and the Co-Work Space.
11. You also agree not to use the Space in connection with:

a) Lottery contests, pyramid schemes, chain letters, junk email, spamming or similar behavior;

b) Defaming, abusing, harassing, threatening or otherwise violating the legal rights (such as privacy and publicity) of others;

c) Posting, distributing or disseminating inappropriate, profane, defamatory, obscene, indecent, or unlawful material or information;

d) Uploading, downloading, reproducing, using, performing or otherwise making available, images, software or other material or information which infringes another’s rights, or is protected by intellectual property laws where Member don’t own or license such rights; and

e) Uploading or using files that contain viruses, corrupted files, or any other similar software or programs that may damage the computers or property of the Space or another member. f) Restricting or inhibiting any other member or user from using and enjoying the Services.

g) Violate any code of conduct or other guidelines which may be applicable for any particular Service (including the Building Rules).

h) Violate any applicable laws or regulations.

i) Collect information about others, including email addresses, without the authorization or consent of the disclosing party.

12. Changes. The rules and policies of the Space may change from time to time. We will notify members via email of material changes.

13. Non-Disclosure. In your presence at the Space, You may learn of confidential information of the Company or of other members of the Space. Such confidential information may include business information, trade secrets, technology, processes, customers and prospects that is intended to be non-public, confidential and proprietary. You hereby agree and consent to not disclose information that You obtain that was intended to remain confidential. Your participation in and/or use of the Services obligates You to: (a) maintain all Confidential Information in strict confidence; (b) not disclose Confidential Information to any third parties; and (c) not use the Confidential Information in any way directly or indirectly detrimental to the Company or any participant or user of the Services.

14. Repairs and Maintenance. The Company shall maintain the Space in good repair and working order. If Member notices any problems requiring repair, please notify the Company and it shall be remedied promptly.

15. Exclusion of Incidental, Consequential and Certain Other Damages. To the maximum extent permitted by the applicable law, in no event shall the Company or its subsidiaries (whether or not wholly-owned), affiliates, divisions, and their past, present and future officers, agents, shareholders, members, representatives, employees, successors and assigns, 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 the Company, and even if the Company has been advised of the possibility of such damages.

16. Liability. You hereby waive and hold harmless the Company and its past, present and future members, officers, directors, shareholders, contractors and employees (the “Released Parties”) from any claims, liability, actions, or suits with respect to any damages, injuries or losses Member suffer to your person or property, whatsoever, including as a result of negligence or gross negligence on the part of the Released Parties, including but not limited to any direct, special, incidental, indirect, punitive, consequential or other damages whatsoever (including, but not limited to, damages for lost 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 loss) arising out of or in any way related to the Company’s Services or otherwise.

17. Indemnification. You release, and hereby agree to indemnify, defend and save harmless the Company and its subsidiaries (whether or not wholly-owned), affiliates, divisions, and their past, present and future officers, agents, shareholders, members, representatives, employees, 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 your negligent actions, errors and omissions, willful misconduct and fraud in connection with the participation in or use of the Services. You further agree in the event that Member bring a claim or lawsuit in violation of this agreement, Member shall be liable for any attorney fees and costs incurred by or its respective officers and agents in connection with the defense of such claim or lawsuit.

18. Severability. If 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.

19. Term & Termination.

a. Upon such expiration of the membership term, the term shall be automatically renewed on the first (1st) day of each month for successive periods of one month each unless and until terminated by either party. Notice of termination of this usage license by Member must be given in writing at least thirty (30) days prior to the date on which Member intends to surrender the Space, which notice shall include a completed move out form, to Customer. Under no circumstances shall Member be entitled to apply any security deposit to the last month’s Membership Fee.

b. On or prior to the Termination of this agreement, Member shall remove all of its property from the Office Space. the Company may dispose of any of Member’s or any third party’s property remaining in or on the Office Space after the termination of this agreement, and Member hereby waives any claims or demands regarding such property. In the event that this agreement is terminated for any reason, Member shall not be entitled to any refund or offset in connection with such property. c. After the termination of this agreement by either party, occupancy of the Office Space by Member, its agents, employees, assignees or some other person or entity using the Office Space in connection with Member’s use for any portion of a month following termination shall be deemed as a holdover. Upon holdover by Member, Member shall be responsible for the payment of a Membership Fee in the amount of two (2) times the original monthly Membership Fee for each month or portion of a month during which Member holds over. Additionally, Member shall be responsible for all damages, costs, fees and attorneys’ fees incurred by the Company in connection with said holdover and in connection with removal of said holdover.

20. Miscellaneous.

a. Waiver. Neither party shall 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 such writing.

b. Access, Keys & Contact Information Sheets. Member shall receive a set of keys and/or an access card and/or an access code for use with the premises, cubicle(s), and Office Space(s). Member shall be required to submit a “Contact Information Sheet” for each employee, agent, and invitee that will be using the Space, cubicle(s), and office furniture. Additional sets of keys and/or access cards shall be provided to Member at an amount to be determined and available upon request from the Company. Member acknowledges that there shall be a fee for all additional keys and/or keycards. There shall also be a fee for replacement identification cards. Member further acknowledges that it is Member’s responsibility to safeguard the Keys and/or keycards provided and that Member’s negligence and/or failure to safeguard such Keys and/or keycards may constitute a breach of this agreement. These and other fees and others listed are subject to change without notice and shall be superseded by any fees listed on the Fee Schedule located on our membership platform at http://www.members.thirdandf.com.

c. Mail. Should Member subscribe to mail service, Member hereby designates the Company as authorized agent for the receipt of mail, packages and any other parcels sent to Member at the Space through all carriers, including but not limited to the United States Postal Service, The United Parcel Service (UPS), Federal Express, DHL, Couriers, and Airborne Express. The Company shall not be responsible for any lost/damaged/stolen mail.

21. Arbitration of Disputes. If a controversy arises with respect to the subject matter of this Agreement, the Company and the Parties agree that such controversy shall be settled by final, binding arbitration in accordance with the Commercial Arbitration Rules of the American Arbitration Association, and judgment upon the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. By using our Services, you are agreeing to have any dispute arising out of the matters included in the "Arbitration of Disputes" provision decided by neutral arbitration as provided by California law and you are giving up any rights you might possess to have the dispute litigated in court or jury trial and you are giving up your judicial rights to discovery and appeal, unless such rights are specifically included in the "Arbitration of Disputes" provision. If you refuse to submit to arbitration after agreeing to this provision, you may be compelled to arbitrate.

22. General. The laws of the State of California shall govern the terms of this agreement any disputes between the Parties. The Parties hereby attorn to the courts in the City of San Diego. In the event that a provision in this agreement is determined to be invalid or unenforceable, the remaining provisions of this agreement shall be unaffected and shall remain in full force and effect.

DATA CONNECTION TERMS OF SERVICE While you are on site at WORK at THIRD and F, you may connect to our data connection for among other purposes, connection to the internet. The connection is provided by Smiser San Diego, LLC (dba WORK at THIRD and F) or one of its affiliated companies (the Service). By using this connection, you are agreeing to these Terms of Service. These terms may be revised from time to time, and it is your responsibility to review this document for any changes. You must agree with these Terms in order to use our data connection. All members have the option of securing a private connection from Cox or AT&T, both of which have service available on site.

ACCESS Your access to the Service is provided to you at our discretion. We are providing the service on an as is and as available basis. Your access may be blocked or suspended at any time without notice, and for any reason, including service failures or your violation of your membership Agreement of Data Connection Terms of Service. The Service is subject to signal strength limitations, and performance will vary based on your equipment, location and subscription level. We are not responsible for interruptions or performance issues. We reserve the right to refuse data connection service to any user who we determine is abusing the service.

PRIVACY AND SECURITY No data network or internet communication is totally secure, and we can make no guarantee as to your data security. Subject to applicable laws, we reserve the right to monitor or intercept any transmissions using the Service to comply with lawful orders to protect our rights or the rights of others. The Service may also use information we receive through your use to analyze our system and improve our service.

PROHIBITED USES You agree and are prohibited from using the Service for any action which violates any law or could harm the Service. Typical prohibited activity which could result in termination of your access: a. Share your IP address with ANYONE b. Download or upload computer viruses, worms, spam or anything designed to interfere with the Service or with any other service c. Take any action which imposes as excessive load on the system d. Resell or authorize the Service to any other individual or entity without our written permission e. Distribute or upload pornography, information which is stolen, hateful may harm others, information which infringes on intellectual property rights, information which contributes to the commission of an offense or which prevents the investigation of an offense. Breaching the Prohibited Uses may reported to the appropriate law enforcement authorities and may result in civil or criminal liability. We have the right, but not the obligation, to suspend or terminate your access and to block or remove any communications or materials transmitted through the connection.

ARBITRATION If a controversy arises with respect to the subject matter of this Agreement, the Company and the Parties agree that such controversy shall be settled by final, binding arbitration in accordance with the Commercial Arbitration Rules of the American Arbitration Association, and judgment upon the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. Notice: By initialing in the space below you are agreeing to have any dispute arising out of the matters included in the "Arbitration of Disputes" provision decided by neutral arbitration as provided by California law and you are giving up any rights you might possess to have the dispute litigated in court or jury trial. By initialing in the space below you are giving up your judicial rights to discovery and appeal, unless such rights are specifically included in the "Arbitration of Disputes" provision. If you refuse to submit to arbitration after agreeing to this provision, you may be compelled to arbitrate. Your agreement to this arbitration provision is voluntary. We have read and understand the foregoing and by using this website, we indicate our agreement to submit disputes arising out of the matters included in the "Arbitration of Disputes" provision to neutral arbitration.

DISCLAIMER To the extent permitted by law, we disclaim all warranties and terms, express or implied, including warranties, terms or representations as to the availability, operation, security, performance and/or use of our services, or any other materials on or accessed via our services, or the accuracy, speed, availability or uptime of the services, network, or data, 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 or course of performance. You waive any and all claims and rights against us and our affiliates, parents, and successors and each of our employees, assignees, officers, agents and directors (the “Parties”) resulting from injury or damage to, or destruction, theft, or loss of, any property, person or pet, to the maximum extent permitted by applicable law. None of the Parties will be liable to you under any cause of action, for any indirect, special, incidental, consequential, reliance or punitive damages, including loss of profits or business interruption. You will indemnify the Parties from and against any and all claims, liabilities, and expenses (including reasonable attorneys’ fees), resulting from any breach of this agreement by you.