Membership Terms of Agreement

Unmetered Membership Perks
There are some Location resources that are “un-metered” and can be used by you freely for “normal use” (like the internet and use of the kitchens). Use of these resources is based on the honor system, and if we notice these resources are being abused or used beyond what we consider “normal use”, we reserve the right to restrict your use of them or, if we have provided you notice that your use exceeds “normal use” and such excessive use continues after that notice, to terminate your Membership.

Fee-Based Perks
Some Location resources will be available at an additional charge either as listed on Your Invoice or as may be posted on the premises and are referred to as “Optional Services”. These include things like premium espresso drinks or printing and copying, as well as, depending on what is available at your particular Location, those services listed below.

1. Conference Rooms
   Conference rooms may be reserved at an additional charge and are subject to availability.
2. Mail handling
   Subject to the terms of a separate mail-handling addendum to be executed by the parties, you may have the option to use the Location address as a mailing address and get business related mail sent to the Locations address for an additional fee.
3. Storage
   The right to use storage areas provided by Ventra7, including filing cabinets, general storage lockers, bar storage lockers and any other storage facility within the Location. Any such storage provided by Ventra7 to you must be used for lawful purposes only. Ventra7 reserves the right, if Ventra7 has reason to suspect that you have breached this clause, to inspect such storage, remove your property from storage, and rescind your right to use such storage.
4. Parking
   Subject to availability and to the terms of a separate parking addendum to be executed by the parties, parking may be available to you. However, note that this Membership neither creates an obligation on the part of Ventra7 to provide parking to you, nor a guarantee that parking will be available for the vehicle or vehicles of you or any Team Member or guest
5. Technical Services & Support The right to use certain dedicated technical services and support as offered by us such as VLAN setup, equipment colocation, dedicated and/or routed public IP addresses, dedicated hardline connections, and technical consulting services and support. From time to time, at your request, we or an affiliate may help troubleshoot problems you may have in trying to access certain functionalities, such as printing or accessing the Internet, and in connection therewith it may be necessary for us to install software on your computer. Regarding the foregoing, you agree that we and our affiliates (i) are not responsible for any damage to your computer in connection with such technical support or downloading and installation of any software; (ii) do not assume any liability or warranty in the event that any manufacturer warranties are voided; and (iii) do not offer any verbal or written warranty, either expressed or implied, regarding the success of any technical support.

Start-up and Commitment Fee
Upon execution of this Agreement, you will be required to pay a one-time, nonrefundable, start-up fee and a separate commitment fee which will convert to a security deposit as set forth below
(the “Commitment Fee”), in the separate amounts listed in the Initial Invoice.

Security Deposit
On the Start Date the Commitment Fee will convert automatically into your Security Deposit. The Security Deposit will be held by Ventra7, without interest, and may be commingled with other assets of Ventra7. The Security Deposit may be used by Ventra7 in its discretion to pay for any damages to the Location caused by you or any of your Team Members or guests or any unpaid amounts due under to this Agreement. Upon terminating the Membership, Ventra7 can use the Security Deposit to pay any portion of fees that accrue between the last date of payment of Total Fees and the Termination Date. The Security Deposit (or any remaining Security Deposit, if any) will be returned to you at the address provided by you for notices within 60 days after the Termination Date.

Payment and Invoicing On or before the first day of each calendar month, you will pay to Ventra7 the Total Fees by credit card, bank draft or, in our sole discretion and with prior permission, by check. The Total Fees will be due in full and you may not make any adjustments thereto based on what services you feel were or were not received during that period. Ventra7 will provide you with an Initial Invoice and, in the future, one or more Current Invoices, that will include and identify all Total Fees that you must pay, as well as any modifications to the terms and conditions of the Membership. The Initial Invoice will control and govern the amount of the Total Fees until such time as a Ventra7 issues one or more revised Current Invoices, from time to time. Ventra7 is not obligated to provide any advance notice before issuing a revised Current Invoice and charging any credit card or bank account on file.

Payment on File
You agree to keep an active form of payment on file with Ventra7, and authorize us to initiate entries to credit cards or bank accounts in order to pay any Total Fees or other charges for which you are responsible. If we agree to allow you to pay invoices by check, then payment must be made in advance and will be due on the 15th day of the month prior to when the charge is incurred (i.e. payment for a May invoice will be due on April 15th).

Other Applicable Charges
You will also be responsible for the following charges:

1. If Membership Fees or any other outstanding fees are not paid by the due date, you will be subject to a $75 late fee.
2. A 10% late fee will be charged for any outstanding balance as of the 5th of the month.
3. Delinquent payment of Total Fees may bear interest at the rate of 10% per month (or the highest rate permitted by law, if less) from the due date of the Total Fees until paid in full.
4. If credit card charge attempts are declined, Ventra7 may impose a $50 fee on the Membership and/or immediately cancel the Membership, in the sole discretion of Ventra7.
5. All checks or bank drafts that are returned unpaid by your bank will be subject to a $100 surcharge, unless the reason for the return is due to bank error.
6. Any changes required to your account, either to change membership type or payment on file, made after the 15th of each calendar month will be subject to a “Late Change” admin fee of $25.
7. Ventra7 may charge you a replacement cost for lost, damaged or non-returned items.

Changes to Membership Fees or Optional Services Fees
Ventra7 reserves the right to increase any Membership Fees or fees for Optional Services from time to time. We will not increase fees more than once per year and prior to any such increase we will provide you with at least 30-days advance notice.

You Can Change Your Membership
If you want to upgrade your Membership level or add services, just let us know and we’ll take care of it.

1. If you’re moving up, you’ll be asked to top-off your Security Deposit. If you are moving down, we’ll make it effective at the end of your Notice Period and credit any excess fees on deposit with us towards your future Membership.
2. If you are the signing member in a Team Membership, then you are the only person who may make changes to or terminate this Agreement. You may, however, designate one other Team Member to share this authority with and such Team Member will be noted on Your Invoice.

Termination Of The Membership By You

1. If you ever want to terminate your Membership, all you need to do is notify us by 11:59 p.m. Pacific on the 15th of the month, in writing, in order for the termination to be effective at the end of the month. Upon written notice, this Membership will terminate on the final day of the calendar month in which you give notice, or a later date as stipulated on Your Invoice. It would be helpful to Ventra7 to have as much notice as possible when you are planning to leave, so the more advance notice you can provide, the better. Keep in mind, that if you cancel, re-instating your Membership in the future is not guaranteed and may involve an additional startup fee

Termination of the Membership By Us

1. If any individual engages in behavior that, in the discretion of Ventra7, is inappropriate, detrimental to the community, dangerous, or illegal, then Ventra7 shall have the right to immediately remove the individual responsible from the location and bar that individual’s re-entry. For a Team Membership, such behavior will not result in a cancellation of the Membership, but the individual responsible will not be allowed on Location. For an individual Membership, such behavior will result in termination of the Membership.
2. For any other breach of this Agreement, Ventra7 shall deliver written notice describing the breach to you, and you shall have three (3) business days to remedy the breach to the satisfaction of Ventra7. If the breach is not remedied within said five-day period, Ventra7 will have the right to terminate the Membership immediately. Ventra7 will determine whether the Membership will be terminated in regard to individual Team Members, all Team Members and/or to you.
3. Notwithstanding anything to the contrary herein, in the event Ventra7’s right to occupy the Location is terminated for any reason, Ventra7 shall have the right to terminate this Membership immediately.

Office Space Not Timely Available
If we are unable to make the office space listed on your Initial Invoice available by the Start Date, you will not be obligated to make payments of the Membership Fee until such office space is made available to you. If the office space is not made available to you within 30 days of the Start Date, you may terminate this Agreement by providing us notice of such termination at any time following the expiration of such 30 day period and before the office space is made available to you. Upon timely notice of termination, Ventra7 will refund you all fees paid to us in connection with such office space.

Termination Due To Vacation or Abandonment of Workspace
If you vacate or abandon the workspace(s) assigned to you by Ventra7, such vacation or abandonment will be considered a breach of this Agreement.

Effect of Termination
Upon the termination or expiration of this Membership, your right to use your assigned seats or office space will end and you will remove all of yours and your guests’ property from the Location. Note that you will have no right to any of the property provided by Ventra7, including, but not limited to, the IT-related equipment and software, office equipment, phones and office furniture. Any of your personal property not removed within 48 hours after the termination of this Membership will, at our election, become our property, which may be disposed of by us at any time and in any manner we deem appropriate.

Moving for Ventra7 Events
We host events, both public and members-only, several times per week and usually at night. At those times, we may ask you to move your workstation. When possible, we will try to reserve for you a quiet place on location to work through an event, but we can’t guarantee that there will be sufficient availability on location to support your specific needs. Please also note that we are 24/7, but not 365. Every now and then – just a few times a year – we may close entirely as a workspace in order to host large community events. Your Membership Fee will NOT be prorated, as these events are an important part of what makes Ventra7 special.

Relocation of Dedicated Space Members
Because we are managing a space for the good of all the community, and not an office building with individual tenants, there may be situations where we ask you to relocate your reserved desk or office. We will do our best to relocate you to a similar desk or office. At the close of business on the third business day after a relocation request, if you have not yet voluntarily relocated to your new assigned workspace(s), Ventra7 has the right to move your property to your new workspace(s) and will not be liable for any damage caused by such relocation.

Suitability and Comfort
The very nature of a large, shared working environment is such that the standards for issues such as aesthetics and room temperature vary from individual to individual. In attempting to satisfy the collective and varied standards of the large group of people working in the space, it is sometimes possible that an individual’s standards will not match those of the majority of occupants and so, unfortunately, your standards may not be met from time to time.

Use of the Location
The Location may only be used for general office purposes and all legal uses ancillary thereto that are in compliance with this Agreement and the Initial Invoice and any subsequent Current Invoice or other written notices from us

Guest Policy
You can bring guests and visitors on location so long as they check in with Ventra7 personnel, including entry into the Ventra7 Check-in Application, and abide by the rules specified in this Agreement. You are limited at any one time to having a maximum of 2 guests for a maximum of 2 hours at a time, and at all times such guests must be accompanied by or working with you while on location. Note that anyone you allow to enter the location, even if you are just opening the door for someone, is considered your guest and you agree to take legal responsibility for your guests and their actions while they are on location.

Cleanliness
You will maintain in good condition, at your sole cost and expense, the workspace(s) assigned to you by Ventra7. That means cleaning up after yourself at your workstation, in the kitchen and in the bathrooms. If you use any Ventra7 equipment (monitors, adapters, etc.), we ask that you put them back where you found them

Decorum
You will not harm or damage in any way the Location or any part of it, commit waste, create nuisance (including bothering neighbors of the Location or other members at the Location), make any use of the Location which is offensive, in the sole discretion of Ventra7, and/or commit any act which would tend to injure the reputation of Ventra7 or the Location, in the sole discretion of Ventra7.

Respect Your Neighbors
While on Location, respect the professional work environment of your fellow members. This includes using your “inside voice” when having discussions or phone calls. Also, the location may feel like a comfortable space, but it is not your living room. Be considerate of how your actions affect your fellow members. Do not misrepresent yourself to Ventra7 or the Ventra7 community, either in person or online. Finally, all members are expected to be a positive influence to neighbors on and off Location. Treat the community around Ventra7 with care. That means no loitering, smoking, littering or phone calls in the areas adjacent to the location.

Non-solicitation
While on Location you will not employ or solicit for employment any other member or guest. Ventra7 will have no obligation to enforce this provision and in no way will be liable to you for any breach of this provision by any other member or guest of the Location.

Internet
You may not use the ethernet/internet service provided by Ventra7 for any unlawful or illegal purpose, including unauthorized BitTorrent downloads or for viewing pornography. You agree not to send unsolicited commercial email (spam) using the internet services provided by Ventra7, and to cooperate as requested by Ventra7 in the event Ventra7 needs to remove viruses, worms, Trojans, bots and any and all other malware or interference in its computer systems. To minimize interference with the common wireless data and voice network(s) Ventra7 provides for the use of all members and guest(s) of the Location, you agree that you will not set up an independent wireless network or VoIP system at the Location without prior consultation and written approval from Ventra7.

Ventra7 Property
You may not remove any of Ventra7’ furniture, equipment or materials from the Location at any time without Ventra7’ prior written approval. You will only use the workspace(s) assigned by Ventra7 and won’t encroach upon or obstruct the neighboring members, any common areas of the Location, passageways or use any other areas for any other purpose unless otherwise provided for herein without the prior written consent of Ventra7. You may not attach or affix any items to the walls, install antennas, or telecommunication lines or devices in the office space or bring additional furniture into the office space, in each case without our prior written consent.

Damage or Repairs
Basically, if you break it (or lose it), you bought it. This means that we will have to charge you for replacement of lost keys or other items you borrow from us, or any damage done to Location by you or your guests. You agree to reimburse Ventra7 for the cost of any repairs made due to any damage or defacement caused by you, beyond ordinary wear and tear, within 10 days following Ventra7’ notice to you of such repairs.

Compliance with Laws
You will comply with all laws, ordinances, orders and regulations affecting your business and this Membership. You acknowledge that no trade or occupation will be conducted in the Location or use made thereof, which will be unlawful, improper or offensive, or contrary to any law or any municipal by-law or ordinance in force by the respective city, county, state or Federal authority. We must also comply with applicable laws, and as such we may disclose information about you or your Team Members as necessary to satisfy any applicable law, regulation, legal process or government request.

Access by Ventra7
You acknowledge that the active management by Ventra7 of the Location necessitates that Ventra7 be able to access the Location, without advance notice, in order to, among other things, provide services to the Location, view the condition of the Location, and make alterations and repairs as necessary. Ventra7 will make reasonable efforts to ensure that such visits do not disrupt your operations, but Ventra7 is not liable for any damages to you that result from any such disruptions.

Pets
If your workspace is in a building designated by us to be one in which pets are permitted, and if you or one of your Team Members plans on regularly bringing a pet on Location, we may require you to produce proof of vaccination for such pet in a form satisfactory to us. All pets should remain inside the office space unless accompanied by you or a Team Member. If you bring a pet into the building, you will be responsible for any injury caused by this pet to other members or guests or to the property of the foregoing, and you must abide by all building rules. Neither we nor our employees will be responsible for any injury to such pets. We reserve the right to restrict your right to bring a pet on Location.

Filming, Photography and Intellectual Property
We periodically film or photograph our workspace and maintain a website and other marketing materials for promotional purposes. Unless you notify us otherwise, you grant Ventra7 permission to use your image, likeness, name(s), mark(s) and sound of voice as recorded on audio or video and waive any right to royalties or other compensation arising therefrom. Note that your image may be edited, copied, exhibited, published or distributed and you waive the right to inspect or approve the finished product wherein their likeness appears. There is no time limit on the validity of this release nor is there any geographic limitation on where these materials may be distributed. If you request that your corporate logo not appear in any video or photo, you must notify us in writing and, not later than 5 business days following your request, will remove all references to your name or mark on Ventra7’ website and any other print or electronic publications created on behalf of Ventra7. You will not use the word “Ventra7” or other distinctive brand features of Ventra7 in any of Membership’s name(s), logo(s) or other means of identifying Membership or its business without the prior written consent of Ventra7.

Indemnification
Each party agrees to indemnify, defend and hold the other party, their respective managers, employees, agents, contractors, lessees, parents, subsidiaries, affiliates and the successors or assigns of any of the above mentioned parties harmless from and against any and all claims, actions, liens, demands, expenses and judgments for loss, damage or injury to property or persons in any way connected with, the conduct or management of each party’s business, or otherwise arising from this Membership or your activities hereunder, including all costs, expenses and reasonable attorneys’ fees. Each party will also indemnify the other party for all costs, expenses and reasonable attorneys’ fees incurred by such party to enforce this indemnity provision of the Agreement. To qualify for indemnification under this section, the indemnitees listed above cannot have engaged in fraud, willful misconduct or gross negligence.

Insurance
You, at your sole cost and expense, may obtain insurance for your own protection, we, at our sole cost and expense will obtain insurance for our own protection. In no event will Ventra7 be liable for any loss or damages to you, your Team Members, your guests or your property – this is what your insurance is for.

Waiver of Claims
To the fullest extent permitted by law, You, on your own behalf and on behalf of any Team Members, guests and invitees and affiliates, do hereby forever release, waive, acquit and discharge any and all demands, settlements, damages, actions, causes of action, suits, covenants and liabilities against us and our affiliates (as defined below) on account of, arising out of or related to loss, theft, damage or injury to persons, property or businesses, regardless of the cause. As used above, “affiliates” will mean any and all parent, sister and/or subsidiary companies, agents, partners, attorneys, family members, employees, independent contractors, officers, directors, shareholders, managers, members, insurers, consultants, predecessors, successors, or assigns.

Limitation of Liability
The aggregate monetary liability of us or our Affiliates to you, any of your Team Members, or you or their guests for any reason and all causes of action, will not exceed the total fees paid by you to us under this Agreement. We and our Affiliates will not be liable under any cause of action for any indirect, special, incidental, consequential or punitive damages, including loss of profits or business interruption. You may not commence any action or proceeding against us or our Affiliates, whether in contract, tort or otherwise, unless the action, suit or proceeding is commenced within 1 year of the cause of action’s accrual.

Not a Partnership
Nothing contained in this Agreement will be considered, in any way, to constitute a partnership between Ventra7 and you

Severability
If any provision of this Agreement is held to be void, invalid or otherwise unenforceable (either in whole or in part), the remaining portions of this Agreement will remain in effect and the parties hereto will use their best efforts to substitute the void, invalid or unenforceable provision with a new provision of like intent and effect.

Assignment
You will not sell, assign, mortgage, pledge, sublicense, grant concessions or transfer this Membership or any interest in it, without prior written approval from Ventra7, which may be withheld at the sole and absolute discretion of Ventra7.

Subordination
Your rights under this Membership will be subject and subordinate at all times to: (i) all ground leases, underlying leases, and subleases that may now exist or hereafter be executed affecting either or both of the seat(s) assigned by Ventra7 and the Location; and (ii) any mortgage or deed of trust that may now exist or hereafter be placed upon all or any portion of the Location or any ground leases or underlying leases for the benefit of Ventra7.

Alternative Dispute Resolution
Ventra7 and you agree to first mediate any dispute or claim arising between them out of this Agreement, or any resulting transaction before resorting to arbitration or court action. Mediation fees, if any, will be divided equally among the parties involved. If any dispute or claim between Ventra7 and you is not settled through mediation, then such claim or dispute will be decided by neutral, binding arbitration, and arbitrated by a retired judge or justice provided by the American Arbitration Association, unless the parties mutually agree to a different arbitrator. Enforcement of this agreement to arbitrate will be governed by the Federal Arbitration Act

Attorneys’ Fees and Costs
You will reimburse Ventra7 for all reasonable expenses and attorneys’ fees and disbursements that Ventra7 incurs in connection with a default by you under this Agreement or the enforcement of any provision or covenant of this Agreement against you, regardless whether suit is commenced, or judgment is entered. In any action at law or in equity to enforce any of the provisions or rights under this Agreement, the unsuccessful party must pay to the prevailing party all costs, expenses, and reasonable attorneys’ and experts’ fees and costs, as well as costs of suit, that the prevailing party incurs therein.

Choice of Law
This Membership will be governed by, construed, and enforced in accordance with the laws of the State of California without application of its conflict of laws principles.

Notices
Any notice required by any provision hereof will be given in writing and either personally delivered or delivered by electronic mail to Ventra7 or you, as the case may be, at its respective address. Every such notice will be deemed to have been given when actually received by the recipient. Either party may designate another address for notice by providing notice to the other in compliance with this provision. The address and contact phone number for Ventra7 is:

Ventra7 LLC
824 Wilshire Blvd., Suite 300
Los Angeles, CA 90017

Hello@Ventra7.com / 866-849-2647

Waiver
Neither Ventra7 nor you will be deemed by any act or omission to have waived any of its rights or remedies under this Agreement unless such waiver is in writing and signed by the waiving party.

Survival
All provisions of this Agreement reasonably expected to survive the termination of this Agreement, will do so.

Headings
The headings in this Agreement are for convenience only and are not to be used to interpret or construe any provision of this Agreement.