Terms and conditions

General Terms and Conditions

WorkLife Meetings by Industrious – Terms

EVENT SPACE LICENSE AGREEMENT TERMS AND CONDITIONS

These Event Space License Agreement Terms and Conditions (these “License Terms and Conditions”) are entered into by and between the Industrious entity or entities (“Industrious”) and the individual or entity (“Client”) set forth above in the first page of this Agreement. Capitalized terms not otherwise defined herein have the meanings ascribed to them in the first page of this Agreement. These License Terms and Conditions incorporate the terms and conditions of the Industrious Rental Rules attached hereto.

Section 1. Description of Event Space. Industrious hereby grants Client a revocable and nonexclusive license to use the event space identified within this Agreement (the “Event Space”) during the Event Period (as hereinafter defined) pursuant to these License Terms and Conditions. The license is granted for the “Event” identified above, and for no other purpose. Client shall pay to Industrious the Deposit Amount for the Event Space on the Contract Date of this Agreement simultaneously with Client’s execution of this Agreement. The Deposit Amount is non-refundable (except as may be expressly provided herein to the contrary) and will be held by Industrious, without liability for interest, as security for the performance by Client of Client’s covenants and obligations under this Agreement. Industrious may, from time to time and without prejudice to any other remedy, use the Deposit Amount to the extent necessary to satisfy any other covenant or obligation of Client hereunder, including without limitation any fees owed by Client hereunder. Client’s reservation of the Event Space shall not be effective until Industrious receives the Deposit Amount from Client. Client acknowledges and agrees that the Deposit Amount will not be considered a measure of Client’s liability for damages in case of default by Client. The Deposit Amount does not include and Client is responsible for, in addition to all fees, taxes, surcharges and charges shown in this Agreement, (i) any and all consumables, fees, licenses, vendor charges, present and future taxes and any other governmental charges based on Client’s possession and/or use of the Event Space; (ii) in the event of any damage, loss, or destruction to the Event Space of the building in which the Event Space is located (the “Building”) caused by Client or Client’s agents, employees, owners, officers, directors, members, contractors, guests or invitees (collectively, the “Client Parties”), Industrious’s cost of repairing the Event Space, including materials, parts and labor, plus a 10% service charge, due within fifteen (15) days after Client’s receipt of an invoice for same; and (iii) a cleaning fee. Client and Client’s guests have no right to access any portion of the Building other than the Event Space, restrooms and methods of accessing the Event Space.

Section 2. Event Details. 1. Event Space for the Event. This Agreement relates to the Event Space. Industrious reserves the right to change the location of the Event Space to a substitute space of appropriate size and comparable quality for the Event upon prior written notice to Client if for any reason the Event Space set forth above is not available for the Event. Client shall keep and maintain the Event Space and all items of Industrious’s personal property in good order, condition and repair, and provide all precautions for safety and protection of persons and property. 2. Date and Time of the Event. The “Event Period” means the period commencing at the Event Start Time and ending at the Event End Time. The Event Period includes any allotted time for set-up and clean-up purposes. The Event itself shall take place between the Guest Start Time and the Guest End Time. Any live or other music played in the Event Space shall not commence before 6:00 p.m. or end after 10:00 p.m., or at such other times approved in writing by Industrious. 3. Number of People Attending. Client estimates that the Estimated Initial Guest Count set forth above will attend the Event. At least ten (10) business days before the Event, Client must inform Industrious in writing of the exact number of people who will attend the Event (the “Estimated Final Client Count”). Client shall be charged for food and beverages (the “Food & Beverage Revenue”) and other vendor providers (together with the Food & Beverage Revenue, the “Vendor Revenue”) based on the greater of the Estimated Final Client Count and the actual number of people attending the Event (the “Actual Final Client Count”). 4. Outline of the Event Fee and Other Charges. Client shall pay Industrious the Event Fee, which amount will be calculated based on the total cost of the Room Rental Fee set forth above, the Vendor Revenue set forth above (as adjusted based on the greater of the Estimated Final Client Count and the Actual Final Client Count), any costs and expenses due to the use of other vendor(s) or third party services, and any taxes on such amounts. In addition to the Event Fee, Client will pay separately any and all federal, state, municipal or other taxes imposed on or applicable to the Event (collectively, the “Sales Tax”). Finally, Client will pay Industrious the Anticipated Service Charge, which is not a gratuity and is to cover Industrious’s discretionary costs of the Event. Where permitted under state law, credit card and debit card transactions may be subject to an extra charge (a “Surcharge”) 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 Client’s invoice. Payments made by ACH will not be subject to a Surcharge. 5. Payment of the Event Fee and Other Charges. Payments for the Event Fee and other fees hereunder may be made by ACH bank transfer, most major credit cards, debit cards, and checks drawn on U.S. bank accounts. Client may be subject to additional fees for returned checks or other declined payments due to insufficient funds. Client acknowledges that all fees are subject to change from time to time at the discretion of Industrious. Client shall pay the Deposit Amount upon the execution of this Agreement by Client, and the balance of the Event Fee shall be paid by Client on or before the earlier of (i) the date that Client delivers a written notice of cancellation of the Event to Industrious (as such process is described below) and (ii) ten (10) business days before the Event (the “Event Payment”). There may be increases in the Event Fee due to unforeseen changes in market conditions at the time of the Event, but Industrious will communicate these increases to Client in writing before the Event and will require written confirmation that Client agrees to pay the increased Event Fee. Within two (2) business days after the Event, Client shall pay any increases to the Event Payment based on the Actual Final Client Count or any other adjustments in accordance with the terms and conditions this Agreement. For the avoidance of doubt, Client is responsible for 100% of the Event Fee from and after the execution of this Agreement. Client hereby acknowledges that Industrious’s actual damages would be difficult to determine in the event Client cancels the event upon written notice to Industrious, and as a result thereof, Client hereby agrees to pay 100% of the Event Fee in the event of such cancelation at the time of delivery of such notice of cancellation. Client shall have the one-time right to request approval by Industrious to reschedule the Event to a different date than the Event Date upon written notice to Industrious, delivered no later than thirty (30) days prior to the Event Date, which approval shall be subject to availability of the Event Space and vendors and may be withheld in Industrious’s sole and absolute discretion. In the event that Industrious approves Client’s proposed new date for the Event, Client shall pay to Industrious, within two (2) business days after request by Industrious, a date change fee in the amount of ten percent (10%) of the Event Fee, plus the amount of any costs, charges or fees incurred by Industrious and payable to third parties and/or vendors due to the date change. 6. Food & Beverage Order**; Alcohol. For the avoidance of doubt, Client shall use Industrious’s preferred caterer (“Caterer”) unless Client obtains Industrious’s prior written approval in Industrious’s sole discretion for the provision of any other food and beverages. If applicable, Caterer will send Client a banquet event order form (“BEO”) to confirm the Food & Beverage Revenue. The BEO must be confirmed and signed by Client at least ten (10) business days before the Event Period. Notwithstanding anything to the contrary herein, Client shall directly contract with Caterer with respect to the BEO, and Client hereby waives any and all claims against Industrious, its agents or employees from Client or any third party relating to actions or inactions of Caterer or any other food and beverage vendor, including with respect to any such consumption of any food or non-alcoholic beverages from Caterer or any other sources in the Event Space. The sale, serving or consumption of alcoholic beverages in the Event Space or in connection with the Event is specifically prohibited, unless the parties have executed the “Alcohol Rider” attached hereto as Exhibit A and provided proof of the relevant insurance. 7. Other Vendors. Industrious has provided Client with its list of approved vendors and shall use reasonable efforts to coordinate with these vendors for the Event. Client shall not use any other vendors for the Event without Industrious’s prior consent in its sole discretion. Notwithstanding anything to the contrary herein, Client shall directly contract with any such vendors, and Client hereby waives any and all claims against Industrious, its agents or employees from Client or any third party relating to the actions or inactions of any vendor. 8. Additional Services. If the Event requires additional or special janitorial, security, fire marshal or other service, Client shall inform Industrious at least thirty (30) days prior to the Event Period and shall reimburse Industrious for the cost of such service. In addition, if Industrious reasonably requires for the Event additional or special janitorial, security or fire marshal or other services, then Client shall be obligated to reimburse Industrious for the cost of such services. Upon request, Industrious shall advise Client of the hourly rate and approximate cost to Client of such contractors or Building staff. Further, Industrious reserves the right to charge additional fees to Client for any additional areas that are used by Client and not specified as part of the Event Space as set forth above, provided that such use must be approved in writing by Industrious. If Client will require use of the freight elevator at the Building in connection with the Event, Client shall coordinate with Industrious to reserve the freight elevator at times provided by Industrious. If Client retains any third parties to provide services to the Event Space or at the Event, including without limitation event planners and coordinators, Industrious shall approve such third parties in writing at least ten (10) business days prior to the Event. Except as otherwise expressly set forth in this Agreement, Industrious shall have no obligation to furnish any services or materials to the Event Space or to Client in connection herewith and shall not be required to supply or provide any materials, supplies, equipment or personnel in connection with the Event, all of which shall be supplied by Client at its sole cost and expense. 9. Event Plan and Agenda. Client must contact Industrious or its agent no later than ten (10) business days prior to the Event Start Time, or such other advance period designated by Industrious or its agent, in order to review and approve Client’s planning for the Event in such detail as Industrious requires. Such review and approval may include, without limitation: (a) the agenda and timing of the Event within the Event Period; (b) the names, descriptions, references, insurance coverages and duties of contractors providing services in connection with the Event; and (c) Client’s plans for set-up, tear-down, delivery and removal of materials, equipment and supplies, security, crowd management, parking and clean-up. Client’s use of the Event Space shall be subject to the rules and regulations of the Building and Industrious, as the same may be revised from time to time, and the terms and conditions of this Agreement. In addition to complying with the standard rules and regulations of the Building, Client shall comply with, and cause all Client Parties to comply with, the rules, regulations, terms and conditions contained or incorporated by reference in this Agreement. 10. Return of Event Space.** On or before the Event End Time, Client shall remove all of its property, materials, equipment and supplies from the Event Space and return the Event Space to Industrious in the same condition and repair in which it existed at the Event Start Time. Client shall be responsible for any damage to the Event Space and any other portion of the Building that is caused by Client or any Client Parties. Industrious may repair any such damage at Client’s sole cost and expense. Client shall reimburse Industrious for any amounts expended by Industrious for such purpose, including materials, parts and labor, plus a 10% service charge, within fifteen (15) days after Client’s receipt of an invoice for same. Client will be responsible for rental and other fees and charges for each hour or day (as the case may be) after the Event Period if the Event Space is not surrendered by Client in the condition and at the time required herein. If Client continues to use or occupy the Event Space beyond the Event Period, then (a) Client shall pay to Industrious (i) for each hour of such holdover, Industrious’s standard overtime rates for the use of the Event Space with the understanding that the damage to Industrious for Client’s failure to timely surrender the Event Space will be extremely substantial, will exceed the Event Fee and will be impossible to measure accurately, plus (ii) any and all costs and expenses incurred by Industrious and/or Industrious’s agent as a result of such holdover (including, without limitation, Industrious’s and/or Industrious’s agent’s vendor costs, staffing costs, administrative costs and reasonable legal fees and costs); and (b) Client shall indemnify and hold Industrious and Industrious’s agent harmless from and against any and all loss, cost, liability, damage or expense (including, without limitation, any reasonable attorneys’ fees and costs) incurred by Industrious and Industrious’s agent by reason of such holdover. Client’s payment of such amounts shall not be construed to extend the Event Period or prevent Industrious from immediate recovery of possession of the Event Space by summary proceedings or otherwise.

Section 4. Client Obligations. 1. Security. Industrious makes no warranty or representation to Client with respect to any security services and Industrious expressly disclaims any liability related to damage or theft to any business or personal property of Client or the Client Parties. Client shall be fully responsible for the safety and security of its personal property brought into the Event Space and/or the Building. Industrious shall not be liable to Client on account of any loss, injury, liability, damage or theft to any business or personal property of Client or the Client Parties, other than as a result of Industrious’s gross negligence or willful misconduct. Client acknowledges that all keys, key cards, key fobs, and other such items used to gain physical access to the Building and/or the Event Space remain the property of Industrious, or the owner of the Building or each of their respective affiliates. Client will use its best efforts to safeguard the Event Space 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 Client’s and/or the Client Parties’ acts or omissions. Client will not allow (and will instruct the Client Parties to not allow) a party unknown to them to enter the Event Space or the Building and acknowledges that such action may result in the termination of this Agreement. Client is and will remain responsible for the actions or omissions of all persons that Client or the Client Parties allow or invite to enter the Event Space or the Building. 2. Complaints. Client agrees that all issues and complaints relating to the Event Space or this Agreement will be directed solely to Industrious. Client will have no direct access to or communication with the owner of the Building, and Client agrees not to send any complaints or demands to the owner of the Building directly. 3. Compliance with Laws. Client shall comply with all statutes, codes, ordinances, orders, rules and regulations of any municipal or governmental entity (collectively referred to as “Laws“) applicable to the Event and its use of the Event Space. Client shall not permit anything to be done or kept upon the Event Space that does or could interfere with the rights of Industrious or Industrious’s agent, nor shall Client commit or permit any nuisance or any illegal act to be committed thereon. Prior to the Event Start Time, Client shall obtain and provide Industrious with copies of any permits and other approvals necessary to perform the Event. In the event that Client does not comply with the terms of this Agreement, Industrious or Industrious’s agent shall have the right to cause Client to immediately cease and desist its use of the Event Space.

Section 5. Default and Remedies. Client will be in default if Client: (a) breaches any term, provision, obligation or covenant of this Agreement; (b) becomes a debtor in a bankruptcy proceeding, goes into receivership, takes protection from its creditors under any insolvency legislation, ceases to carry on business, or has its assets seized by any creditor; (c) fails to insure the Event Space as required, or otherwise places the Event Space at risk; (d) fails to surrender Event Space immediately upon Industrious’s demand; or (e) is in default under any other contract with Industrious. If a Client default occurs, Industrious may terminate this Agreement and Industrious will have, in addition to all rights and remedies at law or in equity, the right to immediately revoke Client’s license to use the Event Space without prior notice and the right to terminate this Agreement. Client will pay all of Industrious’s costs, including reasonable costs of collection, court costs, and attorneys’ fees and costs, incurred in exercising any of its rights or remedies herein regardless of whether legal action is filed. The license conferred in this Agreement is revocable by Industrious at any time, upon oral or written notice to Client, if Client breaches any of its obligation or covenants under this Agreement. If the license is so revoked (a) prior to the payment of the Event Payment set forth above, then Industrious shall retain the Deposit Amount, and (b) after the payment of the Event Payment, then Industrious shall retain the Deposit Amount and the Event Payment.

Section 6. No Warranties. INDUSTRIOUS EXPRESSLY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, WITH RESPECT TO THE SERVICES PROVIDED BY OR ON BEHALF OF INDUSTRIOUS AND THE EVENT SPACE INCLUDING WITHOUT LIMITATION, ITS CONDITION OR ITS FITNESS FOR ANY PARTICULAR PURPOSE, NON-INFRINGEMENT, HABITABILITY, AND QUIET ENJOYMENT. CLIENT ACKNOWLEDGES ACCEPTANCE OF THE EVENT SPACE ON AN “AS IS, WHERE IS” BASIS, WITH “ALL FAULTS” AND WITHOUT ANY RECOURSE WHATSOEVER AGAINST INDUSTRIOUS OR ITS AFFILIATES (AS HEREINAFTER DEFINED) AND EACH OF THEIR RESPECTIVE PAST, PRESENT AND FUTURE PRINCIPALS, CLIENTS, MANAGERS, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, SUCCESSORS AND ASSIGNS THE TENANT (AS HEREINAFTER DEFINED) AND ITS AFFILIATES AND EACH OF THEIR RESPECTIVE PAST, PRESENT AND FUTURE PRINCIPALS, CLIENTS, MANAGERS, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS AND SUCCESSOR ASSIGNS (EACH, AN “INDUSTRIOUS PARTY”, AND COLLECTIVELY, THE “INDUSTRIOUS PARTIES”). CLIENT ASSUMES ALL RISKS ASSOCIATED WITH THE EVENT SPACE AND RELEASES INDUSTRIOUS AND THE INDUSTRIOUS PARTIES FROM ALL LIABILITIES AND DAMAGES (INCLUDING LOST PROFITS, PERSONAL INJURY, PROPERTY DAMAGE, AND SPECIAL, INCIDENTAL AND CONSEQUENTIAL DAMAGES) IN ANY WAY CONNECTED WITH THE EVENT SPACE, ITS OPERATION OR USE OR A BREACH BY INDUSTRIOUS OF ITS OBLIGATIONS IN THIS AGREEMENT.

Section 7. Insurance, indemnification, Waiver of Claims, Liability and Limitations. 1. Insurance Requirements. Client, at its sole expense, shall carry and maintain (1) Commercial General Liability Insurance applicable to the Event Space and its appurtenances providing, on an occurrence basis, combined primary and excess/umbrella limits of at least $2,000,000 each occurrence and $2,000,000 annual aggregate, liability coverage shall include coverage for liquor liability as per Exhibit A, if applicable. (2) Property Insurance written on an All Risk or Special Perils form, covering Client’s personal property for the full replacement cost value (subject to reasonable deductible amounts), and (3) Workers’ Compensation to the extent required by Law and Employer’s Liability of $1,000,000.00 per occurrence. Additionally, Client shall require all third party vendors approved by Industrious that are servicing the Event to provide certificates of insurance reflecting such limits. All Commercial General Liability insurance policy(ies) required to be carried by Client and any third party vendor must name, as additional insureds, Industrious, Industrious’s agent, the managing agent for the Building, the owner of the Building (including any master landlord and their respective lender(s)), or other persons with responsibility for the Event Space whom Industrious may designate in writing to Client, and their respective successors and assigns (Industrious Parties). All insurance policy(ies) required to be carried by Client and any vendor must be issued by any company with an A.M. Best rating of not less than A-VII and be endorsed to waive all rights of subrogation against Industrious Parties. At least ten (10) business days prior to the Event Start Time, Client shall deliver and cause any third parties to deliver to Industrious (or Industrious’s agent) certificates of insurance evidencing the foregoing insurance and other requirements, including without limitation, the inclusion of the required additional insureds and waivers of subrogation. All policies of Client’s insurance and any third party vendors’ insurance shall contain endorsements that the insurer(s) shall give Industrious, Industrious’s agent, and their respective designees prompt written notice of any cancellation, termination, material change or lapse of insurance. Client hereby waives and shall cause its insurance carrier and any insurance carrier of any third party vendor to waive any and all rights of recovery against Industrious, Industrious Parties and its trustees, members, principals, beneficiaries, partners, officers, directors, employees, mortgagee(s) and agents, for loss of or damage to its property to the extent such loss or damage is covered by insurance or required to be covered by insurance in accordance with this Agreement. For the purposes of this waiver, any deductible with respect to Client’s or any third party vendor’s insurance shall be deemed covered by and recoverable by Client under valid and collectable policies of insurance. For the avoidance of doubt, any third party vendors will be required to maintain insurance upon the same terms and conditions set forth herein with respect to Client plus such additional insurance (including, but not limited to, Automobile and Workers’ Compensation liability insurance coverage) as Industrious deems appropriate for the type of services to be performed. 2. Indemnity. To the fullest extent permitted by Law, Client shall indemnify, defend and hold harmless Industrious and the Industrious Parties from and against all claims, damages, losses, actions, proceedings, liabilities, costs and expenses of every kind, whether known or unknown, including reasonable attorney’s fees and expenses (collectively, “Claim(s)”), arising out of or alleged to arise out of or resulting from (i) any breach of this Agreement by Client or any of the Client Parties; or (ii) the license conferred in this Agreement or any use of the Event Space by Client or the Client Parties; or (iii) any actions, errors, omissions, negligence, willful misconduct or fraud of Client or the Client Parties. If any such Claim is brought against any of the Industrious Parties, Client will defend the Claim at Client’s sole expense, upon written notice from Industrious, using counsel approved by Industrious in writing, such approval not to be unreasonably withheld. The Industrious Parties’ refusal to consent to a settlement shall not be deemed unreasonable when the proposed settlement requires or results in the Industrious Parties, or any one of them, admitting to any wrongdoing or liability. Client’s indemnity obligations shall survive the expiration or termination of this Agreement and shall not be limited in any way by any limitation of the amount or type of damages, compensation or benefits payable by or for Client under any applicable workers’ or workmen’s compensation acts or any insurance required or otherwise carried hereunder. 3. Waiver of Claims. Client will be solely responsible for maintaining the insurance coverage required hereunder and Client 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. To the maximum extent permitted by law, Client, on its own behalf and on behalf of the Client Parties, hereby Waives (as defined hereunder) any and all Claims and rights against Industrious and the Industrious Parties arising or resulting from (i) any injury or damage to, or destruction, theft, or loss of, any property located in or about the Event Space or the Building, (ii) any personal injury, bodily injury or property damage (as such terms are defined by insurance regulations) occurring in or at the Event Space or the Building, or (iii) any failure to prevent or control any criminal or otherwise wrongful conduct by any third party or to apprehend any third party who has engaged in such conduct, 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 the Tenant include any person or entity that controls, is controlled by, or is under common control with Industrious or the Building owner, respectively, including without limitation, any subsidiaries or parent companies; and the term “Waives” means that Client, and the Client Parties waive and knowingly and voluntarily assume the risk of. Notwithstanding any provision herein to the contrary, neither Industrious nor any Industrious Party shall be liable for (and Client hereby waives any Claims for) any injury or damage to, or interference with, Client’s business, including without limitation loss of profits, loss of rents or other revenues, loss of business opportunity, loss of goodwill or loss of use, or for any form of indirect, special, consequential, exemplary, or punitive damages. Client hereby releases Industrious, Industrious’s agent, and their respective affiliates, officers, employees, servants, tenants, contractors, Client, invitees and agents from any liability or loss caused by any latent or patent defect in the Event Space, except to the extent arising out of the gross negligence or willful misconduct of Industrious, Industrious’s agent, or their respective employees, agents, contractors or representatives. Client acknowledges and agrees that: (a) it is using the Event Space at its sole risk, (b) it has inspected the Event Space and has accepted the same “as is” with all faults and flaws, (c) it will inspect the Event Space for hazardous or dangerous conditions immediately prior to the Event and will immediately notify Industrious of any hazardous or dangerous conditions that are discovered; (d) Industrious does not warrant that the Event Space is free of defects or any other hazards, and Industrious further does not warrant that the Event Space is in compliance with federal, state or local codes for health, safety, or accessibility, including but not limited to, the requirements as set forth by the Life Safety Code, the Fire Marshal, any health code, the Department of Environmental Protection or other such regulatory agencies. 4. Limitation of Liability. Notwithstanding any provision herein to the contrary, (a) no general or limited partner, principal, member, trustee, officer, director, employee, agent or shareholder of Industrious shall be personally liable for the performance of Industrious’s obligations under this Agreement, and (b) the liability of Industrious for any of Industrious’s obligations under this Agreement for any reason and for all causes of action, whether in contract, in tort, or otherwise, not otherwise Waived as set forth above, shall be limited to an amount not to exceed the Event Fee. Client 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. If this Agreement is signed by an agent of Industrious, Client acknowledges that such agent is acting solely as agent for Industrious, and is not to be held liable for any claims or obligations that may accrue to Client in connection with the performance of this Agreement or otherwise. 5. Limitation of Actions. To the extent not otherwise waived as set forth above, unless otherwise prohibited by applicable state or federal law, Client must commence any action, suit or proceeding against any Industrious Parties, whether in contract, tort, or otherwise, within one (1) year of the cause of action’s accrual and Client, on its own behalf and on behalf of the Client Parties, hereby Waives any claims not brought within such time period.

Section 8. General. 1. Entire Agreement. This Agreement, including all riders, exhibits, and schedules 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 Client 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. 2. Governing Law; Venue; Waiver of Jury Trial. 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. Any action, suit, or proceeding arising out of the subject matter of this Agreement will be litigated in courts located in New York County, New York. Client consents and submits to the jurisdiction of any local, state, or federal court in New York County, New York. EACH PARTY, BY ENTERING INTO THIS AGREEMENT, HEREBY IRREVOCABLY AGREES TO WAIVE ANY RIGHT TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF THE SUBJECT MATTER OF THIS AGREEMENT. 3. 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. 4. Relationship of the Parties. The parties to this Agreement are independent 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 Client in connection with either party’s performance this Agreement or the provision or use of services. 5. Successors and Assigns. In the event of any transfer or transfers of Industrious’s interest in the Event Space, Industrious will automatically be relieved of any and all of its obligations accruing from and after the date of such transfer, and Client agrees to look solely to the successor in interest for the performance of such obligations. 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, and Client shall attorn to such successor or assign and recognize such party as the licensor hereunder. 6. 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. 7. Force Majeure. Neither party shall be liable for, and shall 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 Client’s obligation to pay any sum due to Industrious hereunder, which obligation shall 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 timely performance. For the avoidance of doubt, Client’s payment obligations under this Agreement shall remain unaffected by circumstances beyond the parties’ reasonable control, including public health crises (such as COVID-19) and public health measures in response thereto. 8. 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. 9. Notices. Unless expressly specified otherwise herein, all notices, requests, demands and other communications to be delivered hereunder will be by email to Industrious at worklifemeetings@industriousoffice.com and to Client at the email address provided by Client on the first page of this Agreement. Delivery of notices by email hereunder will be deemed effective upon transmission. Each party may update its respective e-mail address from time to time upon written notice to the other. Client must promptly provide Industrious with any change of e-mail address and other contact information (including phone number). 10. Accord and Satisfaction. No payment by Client 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. 11. Time of Essence. Time is of the essence with respect to the performance of each of Client’s obligations under this Agreement. 12. Attorneys’ Fees. In any action or proceeding between the parties, including any appellate or alternative dispute resolution proceeding, to enforce rights under this Agreement, the prevailing party may recover from the non-prevailing party, in addition to any other relief awarded, all of its costs and expenses in connection therewith, including without limitation reasonable attorneys’ fees and costs. Client hereby waives any right to trial by jury in any proceeding based upon a breach of this Agreement. 13. Authority. Each party (“Representing Party”) represents and warrants to the other party that each individual executing this Agreement on behalf of Representing Party is authorized to do so on behalf of Representing Party and that no party that (other than through the passive membership of interests traded on a recognized securities exchange) constitutes, owns, controls, or is owned or controlled by Representing Party is among the individuals or entities identified on any list compiled pursuant to Executive Order 13224 for the purpose of identifying suspected terrorists. 14. Survival. The obligations of the Client under this Agreement shall survive the expiration or early termination of this Agreement. 15. Subordination and Attornment. THIS AGREEMENT IS NOT INTENDED TO CREATE A LEASE OR ANY OTHER INTEREST IN REAL PROPERTY IN FAVOR OF CLIENT, BUT MERELY CREATES A REVOCABLE LICENSE IN ACCORDANCE WITH THE TERMS HEREOF. CLIENT ACKNOWLEDGES THAT ITS AGREEMENT TO TREAT THIS AGREEMENT AS A LICENSE FORMED A MATERIAL PART OF THE CONSIDERATION FOR INDUSTRIOUS’S AGREEMENT TO ENTER INTO THIS AGREEMENT. Notwithstanding anything herein to the contrary, this Agreement is and shall be at all times subject and subordinate to the lease or management agreement, as same may be replaced, restated, amended or modified, from time to time, between Industrious and party holding tenant’s interest in the Event Space (the “Tenant”) and to any other agreements to which such lease or management agreement is subject or subordinate, as well as to all existing and future ground or underlying leases, mortgages, trust deeds and other encumbrances against the Building, all renewals, extensions, modifications, consolidations and replacements thereof (each, a “Security Agreement”), and all advances made upon the security of such mortgages or trust deeds, unless in each case the holder of such Security Agreement requires in writing that this Agreement be superior thereto. Client acknowledges that Client has no rights under the lease or management agreement between Industrious and the Building owner. 16. License Only. Notwithstanding anything herein to the contrary, this Agreement is a revocable and nonexclusive license to use the Event Space and receive certain services, upon the terms and conditions set forth herein. The relationship between Industrious and Client 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 Client any right, title, interest, easement, or lien in or to Industrious’s business, the Building or anything contained therein, nor will this Agreement be interpreted or construed as a lease. Client acknowledges that this Agreement creates no tenancy interest, leasehold estate, or other real property interest in Client’s favor and Client hereby waives any and all claims and/or defenses based upon any such interest. Client may not sublicense the Event Space or assign this Agreement to any other person or entity, and any attempt to do so shall render this Agreement immediately null and void. Use of the Event Space for any purpose other than the Event shall render this Agreement immediately null and void. 17. Termination. Industrious may terminate this Agreement in its sole discretion, effective (i) immediately if Client or any of the Client Parties breach any provision in this Agreement or violate any Industrious or Building owner’s rules, policies, or codes of conduct; (ii) immediately in the event that Industrious’s rights in the Event Space terminate or expire for any reason; or (iii) upon thirty (30) days’ written notice to Client in Industrious’s sole and absolute discretion for any reason or no reason. Following the termination or expiration of this Agreement for any reason, Client will remain liable for all amounts due or owing as of the effective date of such termination or expiration (regardless of the time that Client vacates any or all of the Event Space); provided, however, in the event this Agreement is terminated pursuant to subsections (ii) and (iii) above, Industrious will within a reasonable time following the effective date of the termination return to Client the Deposit Amount and any pre-paid fees applicable to the post-termination period. This subsection (q) will survive the termination or expiration of this Agreement.

EXHIBIT A: ALCOHOL RIDER To the extent this Alcohol Rider (“Rider”) is fully executed below, (a) the Agreement to which this Rider is attached is hereby modified, amended and supplemented as set forth herein, and (b) to the extent any terms of this Rider are in conflict with the terms and provisions of the Agreement, the terms and provisions of this Rider shall govern and control. In all other respects, the terms and provisions of the Agreement shall remain in full force and effect and unmodified. Capitalized terms not otherwise defined herein have the meanings ascribed to such terms in the Agreement.

  1. Subject to Client’s compliance with the terms and conditions of the Agreement (including, without limitation, Client’s obligation to comply with all Laws), Industrious agrees that Caterer and any third party vendor approved by Industrious in its sole discretion may serve alcohol in the Event Space in connection with the Event. Caterer or any third party vendor approved by Industrious must maintain and provide Industrious with evidence of the following insurance at least ten (10) business days prior to the Event Start Time: (a) Commercial general liability insurance including liquor liability, or Dram shop liability insurance, in the amount of at least $1,000,000 per occurrence, $2,000,000 general aggregate or policy limits, whichever is greater; (b) Automobile liability insurance in the amount of at least $1,000.000.00 per occurrence; and (c) Workers’ Compensation to the extent required by Law and Employer’s Liability of $1,000,000.00 per occurrence. The insurance shall name Industrious, the Industrious Parties, the Building owner, and any other parties designated by Industrious as additional insureds.
  2. Without limitation, it is agreed that Client’s indemnity obligations with respect to Industrious and the Industrious Parties described in Section 7(b) of the Event Space License Agreement Terms and Conditions shall include, without limitation, all claims, damages, losses and expenses, including attorneys’ fees, arising out of, or alleged to arise out of, or resulting from or in connection with the provision, furnishing, use, consumption, sale or availability of alcoholic beverages on the Event Space or in connection with the Event.
  3. If alcoholic beverages are to be served at the Event, Client hereby agrees that alcoholic beverages shall not be served to anyone under the age of twenty-one (21), and all alcohol must be consumed in the Event Space and may not be removed from the Event Space.

RULES AND REGULATIONS No right is granted to Licensee to do any of the following expressly prohibited acts, and Licensee agrees not to do any of the following: 1. Offer or loan the Event Space to any third party. 2. Assign, sublet, or otherwise transfer the Event Space or any rights to the Event Space or this Agreement to any third party. 3. Disturb tenants or other occupants of the Building or attendees of other events. 4. Use the Event Space in a negligent, illegal, unauthorized, or abusive manner. 5. Use the Event Space in any way intended to create a negative perception of Industrious or the Building. 6. Alter the Event Space in any manner without the prior written consent of Industrious. 7. Store any of its property or materials in any area of the Building except the Event Space, or bring any additional furniture, furnishings, materials or decorations into the Event Space without the prior written consent of Industrious. 8. Use the Event Space for any purpose whatsoever other than the Event. 9. Use the Event Space to conduct or pursue any illegal activities or any activity in violation of OFAC regulations. 10. Alter or damage any of the improvements or personal property on or at the Event Space or any other portion of the Building. 11. Cause (or permit any party claiming by, through or under Licensee to cause) any flammable, toxic or otherwise hazardous materials to be transported through, or used, located, or stored within, the Event Space or the Building. 12. Take or use any recordings, film, photographs, drawings or other media showing the name of the Building or the name or image of Industrious or any Industrious Parties (as hereinafter defined) without the written approval of Industrious, or take or use any recordings, film, photographs, drawings or other media showing the name or image of any tenant or occupant of the Building without the written approval of such tenant or occupant. 13. Conduct any activity in the Event Space, and/or the Building that, in the sole determination of Industrious, (i) 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; (ii) is disruptive, a nuisance or an annoyance, including but not limited to, acts of disorderly nature or excessive noise (including violation of the restriction on hours set forth in Section 2(b)); (iii) is hazardous to other persons in the Building; or (iv) may interfere with the normal ingress and egress or conduct of business of tenants of the Building or their invitees. 14. Use or store bicycles, skateboards, rollerblades. 15. Smoke or vape in the Event Space or elsewhere in the Building. 16. Bring any animals other than service animals into the Event Space or elsewhere in the Building. 17. Permit attendees to line up or otherwise congregate in the Building outside of the Event Space.

Use of the Event Space for any of the prohibited uses set forth above or in violation of this Agreement may result in immediate termination of this Agreement.