General Terms and Conditions

Matrix Collaborative Business Solutions, LLC, a Wisconsin Limited Liability Company (“Matrix”), seeks to provide a shared, community-driven workspace for location-independent workers. Matrix holds a lease to premises located at 6302 Odana Rd, Madison WI, 53719, referred to herein as “Premises”.

By clicking ok, I agree to the terms and conditions of the monthly membership program.

Membership:

--Matrix hereby assigns membership to the Member (“Membership”) to be used exclusively by the Member. --The Member agrees to use the Premises in accordance with the terms and conditions of this Agreement, Matrix House Rules as may be amended from time to time and attached hereto as Exhibit B, and for no other purpose. --The Membership shall include a license to enter upon the Premises, use the Premises and partake in the community. --The Member hereby acknowledges that the License shall not constitute a tenancy of any kind nor a sublease to the Premises nor serves to grant any interest in real or personal property associated with Matrix and/or the Premises. --In the event a Member accesses the Premises more than the allocated days under the Membership, the Member shall be responsible to pay additional fees as determined by Matrix.

Terms of the Membership:

The Membership commences on the date the Member creates a Matrix membership account and continues for the duration of the time they spend at Matrix, regardless of changing membership level, subject to the following: --Matrix may revoke the Membership and/or access granted hereunder at any time without cause. --Membership shall terminate in the event Matrix no longer leases the Premises, it being understood that the Matrix has no affirmative obligation to maintain or renew such lease. --Matrix reserves the right to re-assign work spaces, desks, offices or discontinue or change any of the Membership Benefits that may be offered. --Member has no as-of-right to renew the Membership. --The Membership and any rights and duties are personal to a Member and may not be assigned or delegated by the Member in whole or in part.

Fees:

The cost of each Membership may very. Payment in full is due on the first day of the month. Payment made is non-cancelable and non refundable, except as specifically provided herein. In addition to the described fees, the Member agrees to pay all state and local taxes as may be appropriate, unless Member furnishes proof of exemption from such state and local taxes.

Termination of Membership:

Refunds - In the event Matrix decides to terminate the Membership, for any reason, a pro-rated refund to any remaining period of membership, shall be issued to you. Member shall not be entitled to a refund in the event Member decides to terminate the Membership before its expiration.

Holding Over - If you continue use of the Premises and/or of the Membership Benefits after termination or expiration of the Membership, all provisions of this Agreement shall remain in full force and effect during such period of use, except that the License shall terminate immediately and you will not be allowed entry without the prior approval of Matrix. Additionally, you will be responsible to pay all expenses, fees and damages associated with any such hold over use. Including reasonable attorney fees.

Membership Benefits:

Matrix reserves the right to terminate any Membership Benefits at any time, for any reason, without prior notice. Matrix further reserves the right to terminate Member’s use of any specific Membership Benefits, immediately and without notice. Membership Benefits include: --The freedom to enter upon the Premises, use the Premises and partake in the community. --Use of desk, power outlet within the Premises. --Access to printer / scanner within the Premises. --Access to all shared space rooms and wireless Internet within the Premises. --Use of the Premises’ mailing address. --Access to additional discounts and services as described on our web page.

Participation In or Use of Membership Benefits:

You acknowledge that Matrix is not responsible for any actions, omissions, misuse, over-use or non-use of Membership Benefits or any other acts made by other Members, their guests users and third parties.

Insurance:

It is required that you carry an insurance policy to cover you, your business, your guests, and any of your personal belongings or equipment which may be present at the Premises. Matrix is not responsible for lost, stolen, or damaged personal items.

No Unlawful or Prohibited Use:

--You may not use the Membership and any Membership Benefits for any purpose that is unlawful or prohibited by law or by Matrix House Rules. --You may not use the Membership Benefits in any manner that could damage, disable, overburden, or impair any Matrix server, or network connected to any Matrix server --You may not interfere with, restrict or inhibit any other person’s use and enjoyment of the Premises and Membership Benefits or use the Premises in any way which would constitute a nuisance, shall not damage or waste the Premises in any way. --As a Member you are not a partner, joint venturer, principal, agent or otherwise related in any manner to Matrix and may not obligate Matrix in any manner to any other Member or third party. --You may not attempt to gain unauthorized access to the Premises, use any Membership Benefits that are not intended for your Membership nor any accounts, computer systems or networks connected to any Matrix server, through hacking, password mining or any other means. --While on the Premises, you may not obtain or attempt to obtain any materials or information, not intentionally made available to you, through any means. --You may not use the Premises for any purpose inconsistent with the general purposes as stated in this Agreement. --You may not use of the Membership in connection with contests, pyramid schemes, chain letters, junk email, spamming or any duplicative or unsolicited message (commercial or otherwise); --In connection with your Membership, you may not defame, abuse, harass, stalk, threaten or otherwise violate the legal rights (such as rights of privacy and publicity) of others; --You may not publish, post, upload, download, distribute or disseminate any inappropriate, profane, defamatory, obscene, indecent or unlawful topic, name, material or information on or through the Matrix network; --You may not upload, download, use, display, perform, without authorization or otherwise make available, materials that contain images, photographs, software or other material protected by intellectual property laws, including, by way of example, and not as limitation, copyright or trademark laws (or by rights of privacy or publicity) unless you own or control the rights thereto or have received all necessary consent to do the same; --You may not use, perform any material or information, including images in any manner that infringes any copyright, trademark, patent, trade secret, or other proprietary right of any party; --You may not upload, download or use files that contain viruses, trojan horses, worms, time bombs, bots, corrupted files, or any other similar software or programs that may damage the operation of another’s computing device, mobile device or property of another; --You may not harvest, scrape, record or otherwise collect information about others without the authorization or consent of the disclosing party; --You may not create a false identity for the purpose of misleading others.

Confidentiality:

Member acknowledges and agrees that during use of the Membership Benefits Member may be exposed to Confidential Information.

“Confidential Information” shall mean all information, in whole or in part, that is disclosed by Matrix, any Member, user or any employee, affiliate, or agent thereof, which is non-public, confidential or proprietary in nature. Confidential Information also includes, without limitation, information about business, sales, operations, know-how, trade secrets, technology, products, employees, customers, marketing plans, financial information, services, business affairs, any knowledge gained through examination or observation of or access to the facilities, computer systems and/or books and records of Matrix, any analyses, compilations, studies or other documents prepared by Matrix or otherwise derived in any manner from the Confidential Information and any information that you are obligated to keep confidential or know or has reason to know should be treated as confidential.

Your participation in and/or use of the Membership Benefits obligates you to: --maintain all Confidential Information in strict confidence; --not to disclose Confidential Information to any third parties; --not to use the Confidential Information in any way directly or indirectly detrimental to Matrix, including to compete with Matrix, or any participant or user of the Services.

All Confidential Information remains the sole and exclusive property of Matrix or the respective disclosing party. You acknowledge and agree that nothing in this Agreement or your participation or use of the Membership Benefits will be construed as granting any rights to you, by license or otherwise, in or to any Confidential Information or any patent, copyright or other intellectual property or proprietary rights of Matrix, or any other Member, user or third party.

Matrix reserves the right at all times to disclose any information about you, your participation in and use of the Membership Benefits as Matrix 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, in whole or in part, in Matrix’s sole discretion.

Disclaimer of Warranty:

To the maximum extent permitted by applicable law, Matrix provides the Premises and its Membership Benefits “as is” and with all faults, and hereby disclaims with respect to the Membership Benefits all warranties and conditions, whether express, implied or statutory, including, but not limited to, any (if any) warranties, duties or conditions of or related to: merchantability, fitness for a particular purpose, lack of viruses, accuracy or completeness of responses, results, workmanlike effort and lack of negligence. Also, 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 availability or quality of the Premises or Membership Benefits remains solely with you.

Exclusion of Incidental, Consequential and Certain Other Damages:

To the maximum extent permitted by applicable law, in no event shall Matrix or its subsidiaries (whether or not wholly-owned), affiliates, divisions and its past, present and future officers, agents, shareholders, members, representatives, employees, successors and assigns, jointly or 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, corruption of data, 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 Matrix, and even if Matrix has been advised of the possibility of such damages. Because some states/jurisdictions do not allow the exclusion or limitation of liability, for consequential or incidental damages, the above limitation may not apply to you.

Limitation of Liability, Indemnification, Release and Remedies:

Notwithstanding any damages that you might incur for any reason whatsoever (including, without limitation, all damages referenced above and all direct or general damages), the entire liability of Matrix 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 under any provision of this Agreement and your exclusive remedy for all of the foregoing shall be limited to actual damages incurred by you based on reasonable reliance up to Ten Dollars ($10). The foregoing limitations, exclusions and disclaimers (including other relevant sections of this Agreement) shall apply to the maximum extent permitted by applicable law, even if any remedy fails its essential purpose.

Member and all of the Member’s guests, invitees, employees and agents who may be present on the Premises shall assume all risks of use. Member shall indemnify, defend and hold harmless Matrix from any claims, demands, expenses, attorney’s fees and liability arising out of Member’s use of the Premises. In addition, Member, for itself and for all of its employees, agents, guests and invitees, and for all persons who may come upon the Premises or adjoining areas and grounds during Member’s use of the Premises, hereby agree that Matrix shall not be liable in any way for any matter, cause, action or omission with respect to the Premises or the adjoining areas and grounds or with respect to the Membership Benefits and Matrix is hereby released and discharged of any and all liability of any kind with respect thereto.

Indemnification: Without exception, Member releases, and hereby agrees to indemnify, defend and save harmless Matrix and Matrix 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 Member’s or Member’s guests actions, errors and omissions, willful misconduct and fraud. Member further agrees that in the event the Member brings a claim or lawsuit and the matter is found to be without merit in part or in whole, Member shall be liable for any reasonable attorneys’ fees and costs incurred by Matrix or its respective officers and agents in connection with the defense of such claim or lawsuit.

Severability: In the event that any provision or portion of this Agreement is determined to be invalid, illegal or unenforceable for any reason, in whole or in part, the remaining provisions of this Agreement shall be unaffected thereby and shall remain in full force and effect to the fullest extent permitted by applicable law.

Applicable Law and Construction: This Agreement shall be governed by, and construed and interpreted in accordance with, the laws of the State of Wisconsin with venue in the courts located in Dane County.

Headings: The sections headings contained in this Agreement are inserted for convenience only and shall not affect in any way the meaning or interpretation of this Agreement.

Waiver: No waiver by any party of any provision of this Agreement shall be effective unless in writing and such waiver shall not imply a subsequent or prior waiver of that or any other provision. Subject to the foregoing, each party hereto may waive any breach by the other party of any of the provisions contained in this Agreement or any default by such other party in the observance or performance of any covenant or condition required to be observed or performed by it contained herein.

Entire Agreement: This Agreement constitutes the entire Agreement between the parties and supersedes all prior agreements between the parties hereto, whether oral or in writing, relating to all or part of the subject matter herein.

Counterparts: This Agreement may be executed in counterparts and by facsimile each of which shall be an original and all of which together shall constitute one instrument.

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