Culture Jam™ Co All Access Membership Terms and Conditions

Updated: January 5, 2023

Available Premises

Premises included in your selected membership plan are identified in your membership details contract.

General

1. Overview. Except to the extent prohibited by applicable law, these Terms and Conditions and the rules, terms and policies referenced and incorporated herein (the “Culture Jam™ Co All Access Terms”), the Membership Details Form, and any other applicable policies and procedures as provided or made available to you from time to time (collectively, the “Agreement”), describe your rights and obligations in connection with your access to All Access workspaces and services provided as part of, or that are incidental or related to, your Culture Jam™ Co All Access Membership (as described herein and as available from time to time, the “Services”). By using the Services, you are agreeing that you, and any individuals you authorize to use your Culture Jam™ Co All Access Membership (your “All Access Members” or “Members”), shall abide by and be bound by this Agreement.

2. Applicable policies and terms of service. The Culture Jam™ Co All Access Membership is subject to the: (i) All Access House Rules attached as Exhibit A, and the house rules of any Premises at which you and your All Access Members receive or use Services (collectively, the “House Rules”), (ii) Culture Jam™ Co policies, including the Culture Jam™ Co Privacy Policy, available at www.CultureJam.us/privacy (the “Culture Jam™ Co Privacy Policy”), (iii) Culture Jam™ Co Member Network Terms of Service available at www.CultureJam.us/membership-tos (the “Culture Jam™ Co Member Network ToS”), (iv) Culture Jam™ Co Data Connection & Internet Access Terms of Services available at www.culturejam.us/internet-terms-and-conditions (the “Culture Jam™ Co Data Connection & Internet Access ToS”), (v) the Third Party Space Terms attached as Exhibit C, and (vi) the additional guidelines, terms, conditions and/or rules (including additional payment obligations) applicable to any additional services you or your All Access Members purchase from us. In order to access the Services, you, on your behalf and on behalf of your All Access Members, hereby agree to these policies and terms of services and any updates thereto. We may from time to time update, amend or supplement these Terms and Conditions, our policies and our terms of service, and shall provide you with thirty (30) days’ notice of such updates. You and your All Access Members shall be deemed to have accepted such updates, amendments or supplements by continued use of the Services.

3. Who we are. Who we are for purposes of this Agreement is the Culture Jam™ Co Company Name referenced in the Membership Details Form. We reserve the right to change the legal entity that charges you for the Services. The relevant entity with which you enter into this Agreement shall be known in this Agreement as “we”, “our” “us” or “Culture Jam™ Co”.

4. Who you are. References to “Member Company”, “Company”, “you”, “your” and similar words in this Agreement refer to the entity or individual registering for or receiving the Services and agreeing to be bound by this Agreement. If you are entering into this Agreement on behalf of an entity or on behalf of other individuals, you represent and warrant that you have all necessary right, authority and consent to bind such entity or individuals to this Agreement. You shall be responsible for your All Access Members’ compliance with this Agreement. In addition, by agreeing to this Agreement, you are confirming that you and your All Access Members are using the Services exclusively for business purposes and not as a consumer (as such term may be defined by the applicable laws and regulations in the jurisdiction the laws of which govern this Agreement).

5. What are “Services”? Subject to the terms of this Agreement, Culture Jam™ Co will use commercially reasonable efforts to provide you and your All Access Members the Services at Culture Jam™ Co premises offering access to All Access members, which may include premises operated by third parties (“Third Party Spaces”, operated by “Space Partners”, and together with Culture Jam™ Co-operated premises, the “Premises”) beginning on the Start Date. In order to use the Services, you and your All Access Members will be required to download our mobile app or use our desktop application through a Web browser and access the Culture Jam™ Co Member Network. The Services include:

a. Use of one daily desk per day per Member at the Premises, subject to availability and upon prior reservation of such daily desk through the Culture Jam™ Co Member Network. Daily desks are located in the common areas at the Premises.

b. Access and use of common areas at the Premises, subject to the conditions set out in this Agreement.

c. Access to and use of the Culture Jam™ Co Member Network site in accordance with the Culture Jam™ Co Member Network ToS.

d. Access to and use of the shared Internet connection in accordance with the Culture Jam™ Co Data Connection & Internet Access ToS.

e. Access to and use of the printers, copiers and/or scanners available to all Culture Jam™ Co members and member companies in the Premises, in each case subject to availability and payment of any fees applicable thereto. The current fee schedules are available on our website at www.Culture Jam™ Co.com/faq.

f. Access to and use of the conference rooms at the Premises during Regular Business Hours, in each case subject to availability, prior reservation, and payment of any fees applicable thereto. The current fee schedules are available on our website at www.Culture Jam™ Co.com/faq.

g. Use of private phone booths while using Premises.

h. Front desk assistance while using Premises during Regular Business Hours.

i. Use, within the Premises, of kitchens and beverages made available therein.

j. Opportunity to participate in members-only events, beneﬁts and promotions.

k. Any other services you or your All Access Members may purchase directly from us from time to time.

By booking Third Party Spaces on the Culture Jam™ Co Member Network, Member Company agrees to be bound by the Third Party Space Terms, attached as Exhibit C. The Services may vary at Third Party Spaces.

Use of credit-based Services that is in excess of any credits, including at Third Party Spaces, is subject to the applicable fees for such Services. Credits do not roll over from month to month. Monthly credits are determined based on the number of All Access Members, but the aggregate amount of credits is available to all of your All Access Members (and not allocated individually to each All Access Member). All Access Members are not permitted to use the address of any of our Premises for mail and package delivery, and Culture Jam™ Co shall have no liability in connection with any mail or packages delivered to an All Access Member at our Premises.

The Services at a Premises will only be available to you and your All Access Members during the hours specified for that Premises on the Culture Jam™ Co Member Network, which may be limited to the Regular Business Hours of that Premises. “Regular Business Hours” are generally from 9:00 a.m. to 5:00 p.m. on Regular Business Days. “Regular Business Days” are all weekdays, except local bank/government holidays at Premises.

6. Changes to our Services or these Terms. The availability and scope of the Services and the Premises at which the Services are available are subject to change from time to time in our sole discretion. The Services may also vary by geographical area or by specific Premises.

7. Guests. The Culture Jam™ Co All Access Membership is intended for the use of the person to which it is allocated and is not intended to provide access and use to other parties. Guests are not permitted, other than in connection with conference room bookings. If a Member has booked a conference room, guests may be registered and given access to the booked conference room. The number of guests is limited to the number of people permitted in the booked conference room. The guests will be permitted to access the Premises only during such booking period. Culture Jam™ Co reserves the right, in its sole discretion, to restrict the access of guests in the event that such use violates the purpose or intent of the Culture Jam™ Co All Access Membership.

Guest access at Third Party Spaces may vary and should All Access Members want to bring Guests into a Third Party Space, Member Company and/or the All Access Member(s) must coordinate directly with the Space Partner.

Creating Your Culture Jam™ Co All Access Membership

8. Eligibility. Unless otherwise specified by us in writing, the Services are only available to individuals who are at least 21 years old. You will be responsible for ensuring that your All Access Members qualify before accessing or using the Services in any way and before providing any personal information to us (e.g., name, address, telephone number or email address).

9. Passwords and keycards. You and your All Access Members’ Accounts created on the Culture Jam™ Co Member Network (each, an “Account”) are specific to you and your or your All Access Members. Neither you nor your All Access Members shall reveal your Account password or transfer your keycard or other access device or credentials to anyone else or let anyone use your Account, even if such other individual is associated with your company. Neither you nor your All Access Members, nor any third party on your behalf, shall make any copies of any keys, keycards, or other means of entry to the Premises (each, an “All Access Device”). If you believe someone may have used passwords or All Access Devices associated with your Culture Jam™ Co All Access Membership without your authorization, please immediately change such passwords and contact us at help@Culture Jam™ Co.com. You and your All Access Members are responsible for all actions in connection with the Accounts, regardless of whether you authorized such actions. All Access Devices remain our property and must be returned immediately by you and your All Access Members upon termination or expiration of your Culture Jam™ Co All Access Membership.

The All Access Device provided to All Access Members will not grant access to Third Party Spaces. All Access Members shall receive check-in information and instructions after booking a Third Party Space on the Culture Jam™ Co Member Network.

10. All Access Members. You are responsible for preparing and sharing a list of your All Access Members with us or uploading such information directly through the tools we provide, as applicable. You shall ensure that the information about your All Access Members is complete and accurate. In the event your relationship with one of your All Access Members changes or ends, you agree to promptly update such information and notify us that the individual should no longer receive access to the Services. You hereby represent and warrant to us that (a) you have the proper authority to create, terminate and maintain the Accounts and to add and remove All Access Members to and from the Accounts and (b) you have obtained all necessary consent from All Access Members for the creation of their accounts. You also agree to indemnify us for any loss we may suffer as a result of any breach of these warranties and representations including where such breach is caused by any of your All Access Members.

Paying for Your Culture Jam™ Co All Access Membership

11. Payments. The payment method provided by you will automatically be charged the fees and any other amounts you may incur or be liable for in connection with the Services. Recurring fees, which may include recurring membership fees (“Membership Fees”), begin accruing on the Start Date and will be charged on the first (1st) of each month unless we notify you otherwise. You are responsible for paying all Membership Fees through the end of the Term. Overage fees and other non-recurring fees (including for damages caused to any of our Premises or property) will be charged within thirty (30) days of you accruing such fees. If payment of any accrued and outstanding fee is not made by the tenth (10th) of the month in which such payment is due, you will be responsible for paying the then-current late charge. The current late fee and overage fee schedules are available on our website at www.culturejam.us/latefees. You and your All Access Members’ use of the Services may be immediately suspended or terminated if we are unable to charge your payment instrument for any reason. When we receive funds from you, we will ﬁrst apply the funds to any balances which are in arrears and to the earliest month due ﬁrst. All fees are non-refundable and must be paid in the currency specified on the Membership Details Form. Following any Commitment Term, we reserve the right to further increase or decrease the Membership Fee at our sole discretion upon thirty (30) days’ prior notice to you.

12. Taxes. You agree to pay promptly: (i) all sales, use, excise, value added, and any other taxes which you are required to pay to any other governmental authority (and, at our request, will provide to us evidence of such payment) and (ii) all sales, use, excise, value added and any other taxes attributable to your Culture Jam™ Co All Access Membership and to any other services provided to you by us, as shown on your invoice. Where VAT is charged in connection with your Membership, you acknowledge that the Services are subject to VAT and declare that you shall use the Services for VAT liable business activities.

Use of the Services

13. House Rules. You and your All Access Members must comply with the House Rules, including the All Access House Rules attached as Exhibit A while using Services at any Premises. In addition, Members will not misuse the Services, which misuse includes repeatedly failing to utilize Services for which you have an active reservation.

14. Security. All Members must badge into Culture Jam™ Co buildings using their All Access Device. To the extent permitted by law, your All Access Members shall be required to provide valid government issued identification in order to be issued an activated key card to access the Premises and before entering any of our buildings.

15. Privacy. We collect, process, transfer and secure personal data about you and your Members pursuant to the terms of the Culture Jam™ Co Privacy Policy, and in accordance with all applicable data protection laws. You hereby confirm that (i) you have and rely upon an adequate legal basis, including without limitation consent where required, to collect, process, and transfer Members’ personal data to us, and (ii) you collect and process Members’ personal data in accordance with applicable laws.

16. Property. We are not responsible for any property you or your All Access Members leave behind in any of our Premises. It is you and your All Access Members’ responsibility to ensure that personal items are secure. We will be entitled to dispose of any property remaining in any of our Premises and you and your All Access Members waive any claims or demands regarding such property or our handling of such property.

17. Other members. We do not control and are not responsible for the actions of other individuals you or your All Access Members encounter through the use of the Services; this includes other Culture Jam™ Co members and their guests at any Premises or on our Member Network. We do not endorse, support or verify the facts, opinions or recommendations of our Culture Jam™ Co Members. If a dispute arises between users, we have no responsibility or obligation to participate, mediate or indemnify any party, except to the extent that such dispute is the result of Culture Jam™ Co’s gross negligence or willful misconduct.

18. Third party products or services; Tech Platforms, Apps, Portals. The Services do not include, and Culture Jam™ Co is not liable for, the provision of products or services by third parties that Member Company may elect to purchase or use in connection with this Membership (“Third Party Services”), even if they appear on a Culture Jam™ Co invoice. Third Party Services are provided solely by the applicable third-party service provider (“Third Party Service Provider”) and pursuant to separate arrangements between you and the applicable Third Party Service Providers. Additionally, during the Term, you and your Members may have access to certain platforms, apps, or portals as part of the membership. To the extent such platforms, apps, or portals have their own terms of use, such terms shall govern use of the applicable system. For those without terms of use, such platforms, apps, or portals shall be provided to you and your Members “as-is”, and without any representations or warranties.

Termination

19. Membership Termination. This Agreement may not be terminated by you prior to the end of the Commitment Term, and any such termination shall constitute a breach of this Agreement. To terminate your Culture Jam™ Co All Access Membership at the end of the Commitment Term, you must provide us at least five (5) days’ notice prior to the last day of your Commitment Term specified in the Membership Details Form. Otherwise, unless set forth on the Membership Details Form, following the Commitment Term, your Culture Jam™ Co All Access Membership shall continue on a month-to-month basis until terminated in accordance with this Agreement (the term commencing on the Start Date and ending on the later of the last day of the Commitment Term or any month-to-month term, the “Term”). If you terminate your All Access Membership prior to the end of the Commitment Term, your Membership Fee payment obligations through the end of the Commitment Term shall become immediately due. To terminate your All Access Membership during any month-to-month term, you must provide us with at least five (5) days’ notice prior to the last day of a calendar month (“Termination Effective Month”). Such termination will be effective on the last day of the Termination Effective Month. In all cases, notice of termination must be provided (a) to your Culture Jam™ Co member success contact or (b) if you have no such contact, by emailing us at contact@culturejam.us or through the tools we provide you to manage your Culture Jam™ Co All Access Membership (including the Account Central platform). If you or your All Access Members fail to comply with the provisions of this Agreement we may, in our sole discretion, restrict you or your All Access Members’ access to the Services and/or terminate your Culture Jam™ Co All Access Membership or any All Access Account with immediate effect and without prior notice to you; we may also immediately terminate any of your All Access Members at our sole discretion. In addition, we may decline to continue your Culture Jam™ Co All Access Membership after the end of the Commitment Term in our sole discretion. We do not provide refunds upon termination or cancellation of your Culture Jam™ Co All Access Membership, including individual All Access Members’ Accounts with respect to amounts already paid. You will remain liable for past due amounts, and we may exercise our rights to collect due payment, despite termination or expiration of your Culture Jam™ Co All Access Membership. We may also terminate your Culture Jam™ Co All Access Membership with thirty (30) days’ prior notice if we discontinue the Culture Jam™ Co All Access Membership program in whole or in part, or at any other time at our sole discretion.

Intellectual Property

20. Culture Jam™ Co Intellectual Property; Use of the Culture Jam™ Co Name; Photos of the Premises. You and your All Access Members may not take, copy or use for any purpose (a) the name "We", “Culture Jam™ Co” or any of our other business names, trademarks, service marks, logos, designs, copyrights, patents, trade secrets, trade dress, marketing material, other identifiers or other intellectual property ("Intellectual Property"); (b) any derivations, modifications or similar versions of the same; or (c) any photographs or illustrations of any portion of a Premises, for any purpose, including competitive purposes, without our prior consent, provided that during the Term you will be able to use “Culture Jam™ Co” in plain text to accurately identify an address or office location. You acknowledge that Culture Jam™ Co owns all right, title and interest in and to its Intellectual Property. You may not file for ownership rights of any of our Intellectual Property with any governmental authority or use our Intellectual Property in any advertising, including domain names, social media handles, or any form of media invented in the future. You may not, directly or indirectly, interfere with or object to, in any manner, our ownership rights or the use of our Intellectual Property or engage in any conduct that is likely to cause confusion between Culture Jam™ Co and yourself, without our prior consent.

21. Intellectual Property of others. You and your All Access Members may not take, copy or use any information or intellectual property belonging to other member companies or their members or guests, including without limitation any confidential or proprietary information, personal names, likenesses, voices, business names, trademarks, service marks, logos, trade dress, other identifiers or other intellectual property, or modified or altered versions of the same.

22. Publicity. You hereby consent to our non-exclusive, non-transferable use of your Member Company name and/or logo in connection with identifying you as a Member Company of Culture Jam™ Co, alongside those of other member companies, on a public-facing “Membership” display on our website as well as in video and other marketing materials. You warrant that your logo does not infringe upon the rights of any third party and that you have full authority to provide this consent. You may terminate this consent at any time upon thirty (30) days’ prior notice.

Disclaimer of warranties; Limitations of liability

23. Waiver of Claims. To the extent permitted by law, you, on your own behalf and on behalf of your All Access Members, and your or their employees, agents, guests and invitees, waive any and all claims, liabilities, costs, damages, expenses and rights, including reasonable attorneys’ fees against us and our affiliates, parents, and successors and each of our and their employees, assignees, officers, agents and directors (collectively, the “Culture Jam™ Co Parties”) and our landlords at the Premises resulting from damage to, or destruction, theft, or loss of, any property, person or pet,except to the extent caused by the gross negligence, willful misconduct or fraud of the Culture Jam™ Co Parties.

24. Limitation of Liability. To the extent permitted by law, the aggregate monetary liability of any of the Culture Jam™ Co Parties to you and your All Access Members, and your or their employees, agents, guests and invitees for any reason and for all causes of action, whether in contract, tort, breach of statutory duty, or other legal or equitable theory will not exceed the total amounts paid by you to us under this Agreement in the twelve (12) months prior to the claim arising. None of the Culture Jam™ Co Parties will be liable under any cause of action, for any indirect, special, incidental, consequential, reliance or punitive damages, including loss of profits or business interruption, or for the cost of any substitute goods, services or technology. You acknowledge and agree, on your behalf and on behalf of your All Access Members, that, to the extent permitted by law, neither you nor your All Access Members may commence any action or proceeding against any of the Culture Jam™ Co Parties, whether in contract, tort, breach of statutory duty, or other legal or equitable theory, unless the action, suit, or proceeding is commenced within one (1) year of the cause of action’s accrual.

25. Indemnification. To the extent permitted by law, you will indemnify the Culture Jam™ Co Parties from and against any and all claims, including third party claims, liabilities, and expenses including reasonable attorneys’ fees, resulting from any breach or alleged breach of this Agreement by you or your All Access Members or your or their guests, invitees or pets or any of your or their actions or omissions, except to the extent a claim results from the gross negligence, willful misconduct or fraud of the Culture Jam™ Co Parties. You are responsible for the actions of and all damages caused by all persons and pets that you, your All Access Members or your or their guests invite to enter any of the Premises. You shall not make any settlement that requires a materially adverse act or admission by us or imposes any obligation upon any of the Culture Jam™ Co Parties unless you have first obtained our or the relevant Culture Jam™ Co Party’s written consent. None of the Culture Jam™ Co Parties shall be liable for any obligations arising out of a settlement made without its prior written consent.

26. Insurance. You are responsible for maintaining, at your own expense and at all times during the Term, insurance in form and amount appropriate to your business, including with respect to any use of Third Party Spaces.

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