Dedicated Terms and Conditions

MEMBER TERMS AND CONDITIONS

These Member Terms and Conditions, together with the Member Order Form attached hereto

(collectively, the “Agreement”), is entered into and becomes effective as of the date of

the Member Order Form (the “Effective Date”) by and between CH VENTURE- 1

LLC (“Brickyard”) and the member identified on the Member Order Form (“Member”)

hereinafter collectively referred to as parties

  1. Limited License. Brickyard hereby grants to Member and, if Member is an entity, to

Member’s employees and other personnel who have paid a Membership Fee (each a

“Representative”) a limited, non-exclusive, non-transferable, revocable license (without the

right to sublicense) during the Term (defined below) to: (a) access and use portions of the co-

working space located at 44927 George Washington Blvd, Suite 265, Ashburn, Virginia 20147 (the

“Space”), including the common areas and meeting room facilities (subject to availability and

these terms and conditions) (the “Common Areas”), in accordance with the membership level

indicated on the Member Order Form (subject to building closures or other limitations), (b) invite

guests of Member or its Representatives (each a “Guest”) to visit the Space on a temporary

basis to meet with Member or its Representatives, provided that all Guests must be supervised

by the inviting Member or Representative at all times and will be the sole and absolute

responsibility of such Member or Representative, (c) attend public events that Brickyard may

organize or host in the Common Areas from time to time (subject to space availability, and

provided that Brickyard may exclude Member, its Representatives, or their respective Guests,

from any event in its sole discretion), (d) attend events organized or hosted by third parties in

the Common Areas from time to time (subject to the approval and discretion of the third party

host), (e) use wireless Internet services in the Space, and (f) use the printers, copiers, and other

generally available office equipment in the Space (subject to availability and reasonable usage

limitations that may be imposed by Brickyard in its sole discretion).

  1. House Rules. Member agrees to abide by (and agrees to require each of its

Representatives and Guests to abide by Brickyard’s house rules, available at

http://www.thebrickyard.co/houserules as may be updated by Brickyard from time to time (the

“House Rules”). Member shall be responsible for any violation of the House Rules by

Member’s Representatives, Invitees, Licensees and Guests.

  1. Membership Fees. As a condition to becoming a member hereunder, Member will pay

Brickyard the membership fees set forth on the Member Order Form (the “Membership Fees”)

for Member and each of its Representatives. The Membership Fees are payable in advance on

the 1st day of each calendar month and will be pro-rated for any partial calendar month.

The initial payment for the Membership Fees will be due on the Effective Date, and any

Membership Fees paid by Member will be non-refundable.

  1. Term. This Agreement will commence on the Effective Date and will continue on a month-to-

month basis (the “Term”) unless terminated earlier in accordance with the terms hereof.

Thereafter, it shall automatically renew at Brickyard’s then current pricing for successive

month-to- month Terms, unless one Party notifies the other of its intention not to renew, not less

than thirty (30) calendar days prior to the end of the then-current Term.

  1. Termination. This Agreement may be terminated as follows:

a. Either Party may terminate this Agreement by providing the other Party with thirty (30) days prior written notice.

b. Brickyard may terminate this Agreement immediately upon written notice to

Member if Member defaults in the prompt and full payment of the Membership

Fees or if Member, its Representatives, or any of their respective Invitees,

Licensees or Guests violates the House Rules and such violation has not been

cured within 2 calendar days.

  1. Confidentiality. Member acknowledges that, in connection with its use of the Space, it

may receive or have access to information that relates to Brickyard’s, it’s Affiliates’ (defined

below) or another member’s highly sensitive confidential, restricted and proprietary information

or data that is not generally known by the public (“Confidential Information”). Member agrees

to preserve and protect the confidentiality of any such Confidential Information received by

Member or its Representatives. In addition, Member will not disclose or disseminate such

Confidential Information for its own benefit or for the benefit of any third party. Any such

Confidential Information shall remain the exclusive property of Brickyard, its Affiliates or the

other member, as applicable, and Member will not acquire any rights in such Confidential

Information. Member will not (and shall require its Representatives and Guests not to), during or

subsequent to the Term, use such Confidential Information for any purpose, unless Member has

received express written permission from the owner of such Confidential Information. Further,

Member acknowledges that many different individuals and organizations may use and occupy

the Common Areas and other portions of the Space and that Member is solely responsible for

safeguarding its own Confidential Information.

  1. DISCLAIMER OF WARRANTIES. TO THE MAXIMUM EXTENT PERMITTED BY LAW,

THE SPACE IS PROVIDED “AS IS” AS A SERVICE AND NOT AS A LEASE OF REAL

PROPERTY. BRICKYARD DOES NOT MAKE ANY WARRANTIES WITH RESPECT TO THE

SPACE OR THE MEMBERSHIP GRANTED HEREBY, WHETHER EXPRESS OR IMPLIED,

AND EXPRESSLY DISCLAIMS ANY AND ALL IMPLIED CONDITIONS AND WARRANTIES,

INCLUDING WITHOUT LIMITATION WARRANTIES OF FITNESS FOR A PARTICULAR

PURPOSE OR WARRANTIES OF USE, TITLE, QUIET ENJOYMENT OR POSSESSION.

BRICKYARD DOES NOT GUARANTEE THE SPEED OR AVAILABILITY OR ANY INTERNET

SERVICES OR OFFICE EQUIPMENT.

  1. LIMITATION OF LIABILITY. IN NO EVENT SHALL BRICKYARD OR ITS AFFILIATES

BE LIABLE FOR ANY INCIDENTAL, SPECIAL, INDIRECT, OR CONSEQUENTIAL DAMAGES

WHATSOEVER ARISING OUT OF OR RELATED TO MEMBER’S USE OR INABILITY TO

USE THE SPACE, HOWEVER CAUSED, REGARDLESS OF THE THEORY OF LIABILITY

(CONTRACT, TORT, OR OTHERWISE) AND EVEN IF BRICKYARD HAS BEEN ADVISED

OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL BRICKYARD OR ITS

AFFILIATES HAVE LIABILITY TO MEMBER FOR DAMAGES IN EXCESS OF THE AMOUNT

MEMBER PAID FOR ACCESS TO AND USE OF THE SPACE IN THE TWO (2) MONTHS

PRECEDING THE CLAIM. THE FOREGOING LIMITATIONS WILL APPLY EVEN IF THE

ABOVE STATED REMEDY FAILS OF ITS ESSENTIAL PURPOSE. SOME JURISDICTIONS

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DO NOT ALLOW THE LIMITATION OF LIABILITY OR EXCLUSION OF CERTAIN DAMAGES,

SO THIS LIMITATION MAY NOT APPLY TO MEMBER.

  1. Loss and Damage. Brickyard and its officers, employees, contractors, managers,

directors, members, shareholders, partners, agents, representatives, authorized persons and

affiliates (such persons and entities collectively, as related to any Party to this Agreement, its

respective “Affiliates”) will not, to the fullest extent permitted by law, be liable for any damage

or claim with respect to any injury to person or damage to, or loss or destruction of any property

of Member or its Affiliates (including, without limitation, the Representatives) or Guests due to

any act, omission or occurrence in or about Brickyard’ desk space, the Space, or the buildings

in which the Space is located (the “Buildings”). Brickyard is not responsible for the security of

any wireless or other network services or infrastructure provided by or on behalf of Brickyard or

available in the Space. Additionally, Member waives all right of recovery against such entities

and individuals for any such damage or claim. Member assumes all risk of loss with respect to

all personal property of Member and its Affiliates, Representatives and Guests, within or about

the Space or the Buildings. Member acknowledges that it is Member’s responsibility to maintain

insurance to cover all risks (including, without limitation, the risks set forth in this subsection) at

Member’s sole cost and expense. Brickyard will not maintain any insurance of any kind for

  1. Indemnification. Member shall indemnify, defend and hold harmless Brickyard and its

Affiliates from and against all liabilities, losses, claims, damages and costs (including attorneys'

fees) arising out of Member’s and its Representatives’ and Guests’ use and occupancy of the

Space (including, without limitation, any damage to the Space, the Buildings or any personal

property, furniture or equipment within the Space or the Buildings and any death or bodily injury

to a person due to such use) or any negligent act or omission of Member or Member’s

a. This is the only Agreement between the Parties with respect to the subject matter

hereof, merging and superseding all prior and contemporaneous agreements,

written and oral. All amendments to this Agreement will be in writing and signed

by both Parties; provided, however, that Brickyard may amend the House Rules

in its sole discretion at any time by providing written notice to Member. The

invalidity or unenforceability of any provision hereof will not affect the remainder

b. Brickyard’s failure to enforce any provision of this Agreement will not be a waiver

of that provision and will not prevent Brickyard from enforcing any provision of

this Agreement in the future. No receipt of money by Brickyard will be deemed

to cure any default by Member or to extend, reinstate or continue the Term

c. Member may not assign this Agreement (or any rights or obligations under this

Agreement) to any third party without Brickyard’s prior written consent, and

Member will not permit the use of any portion of the Space by any person other

than Member, its Representatives, or their respective Guests. Brickyard may

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assign the Agreement in its discretion. Any purported assignment by member

in violation of this section shall be null and void. The Agreement shall be binding

on all permitted assignees.

d. All notices required under this Agreement will be in writing and will be given by

hand or electronic mail to the Parties at the email or physical addresses provided

by each Party from time to time. All notices under this Agreement will be

deemed given when sent by email with receipt or hand-delivered or

by regular mail, postage prepaid.

e. Anything to the contrary herein notwithstanding, under no circumstances will

Brickyard be held responsible or liable for the security or safekeeping of any

personal property or personal computing devices (including, without limitation,

computers and peripheral devices, laptop computers, mobile phones, tablets,

personal data organizers, fax machines, printers and other similar items.)

f. The provisions of Sections 6-11 will survive the expiration or earlier termination of

this Agreement.

g. If any action at law or in equity is necessary to enforce or interpret the terms of

this Agreement, the substantially prevailing Party will be entitled to reasonable

attorneys’ fees, costs and necessary disbursements in addition to any other relief

to which such Party may be entitled.

h. This Agreement shall be interpreted under the laws of the Commonwealth of Virginia.

Member hereby irrevocably consents to the jurisdiction and venue of the

state court located in Loudoun County, Virginia, over any suit, action or

proceeding arising out of or relating to this Agreement. Member hereby irrevocably

waives, to the fullest extent permitted by law, any objection it may now or

hereafter have to such venue as being an inconvenient forum, and hereby

waives trial by jury in any action or proceeding.

THIS AGREEMENT IS NOT INTENDED TO CREATE A LEASE OR ANY OTHER INTEREST

IN REAL PROPERTY IN FAVOR OF MEMBER OR ITS REPRESENTAIVES, GUESTS OR

AFFILIATES, BUT MERELY CREATES A REVOCABLE LICENSE TO USE THE SPACE IN

ACCORDANCE WITH THE EXPRESS TERMS HEREOF. This Agreement grants Member the

license to use the Space and the desk space area for the specific purposes herein set forth

without diminution of the legal possession or control of such space by Brickyard and will be

revocable at the option of Brickyard upon the destruction of the Space or the breach by

Member (or Member’s Representatives or Guests) of any term or condition herein set

forth. This Agreement is subject and subordinate to any underlying mortgages, or deeds of

trust secured by the Space and building, leases or contracts of the Buildings or of the

premises comprising the desk space or the Space as such mortgages, deeds of trust, lease

or contract may be amended from time to time without notice to or approval from Member (such

underlying mortgages, deeds of trust leases or contracts, together with any amendments, the

“Master Documents”). This Agreement will terminate simultaneously with the termination of the

Space’s operation or any Master Documents for any reason. Member is not a party to nor will

Member have any rights under any Master Document.

Cobot Terms and Conditions

Cobot is the web platform used by Brickyard to provide this website.

Terms of Service Although we may attempt to notify you via email when major changes are made, you should visit this page periodically to review the terms. Cobot may, in its sole discretion, modify or revise these terms and conditions and policies at any time, and you agree to be bound by such modifications or revisions. If you do not accept and abide by this Agreement, you may not use the Cobot service. Nothing in this Agreement shall be deemed to confer any third party rights or benefits.

Description of Service Cobot is an application to manage coworking spaces (the "Service") from Upstream - Agile GmbH ("upstream). You understand and agree that the Service is provided on an AS IS and AS AVAILABLE basis. upstream disclaims all responsibility and liability for the availability, timeliness, security or reliability of the Service. upstream also reserves the right to modify, suspend or discontinue the Service with or without notice at any time and without any liability to you.

Personal Use The Service is made available to you for your personal use only. You must provide current, accurate identification, contact, and other information that may be required as part of the registration process and/or continued use of the Service. You are responsible for maintaining the confidentiality of your Service password and account, and are responsible for all activities that occur thereunder. upstream reserves the right to refuse service to anyone at any time without notice for any reason.

Proper Use You agree that you are responsible for your own communications and for any consequences thereof. Your use of the Service is subject to your acceptance of and compliance with this Agreement. You agree that you will use the Service in compliance with all applicable local, state, national, and international laws, rules and regulations, including any laws regarding the transmission of technical data exported from your country of residence. You shall not, shall not agree to, and shall not authorize or encourage any third party to: (i) use the Service to upload, transmit or otherwise distribute any content that is unlawful, defamatory, harassing, abusive, fraudulent, obscene, contains viruses, or is otherwise objectionable as reasonably determined by upstream; (ii) upload, transmit or otherwise distribute content that infringes upon another party’s intellectual property rights or other proprietary, contractual or fiduciary rights or obligations; (iii) prevent others from using the Service; or (iv) use the Service for any fraudulent or inappropriate purpose. Violation of any of the foregoing may result in immediate termination of this Agreement, and may subject you to state and federal penalties and other legal consequences. upstream reserves the right, but shall have no obligation, to investigate your use of the Service in order to determine whether a violation of the Agreement has occurred or to comply with any applicable law, regulation, legal process or governmental request.

Content of the Service upstream takes no responsibility for third party content (including, without limitation, any viruses or other disabling features), nor does upstream have any obligation to monitor such third party content. upstream reserves the right at all times to remove or refuse to distribute any content on the Service, such as content which violates the terms of this Agreement. upstream also reserves the right to access, read, preserve, and disclose any information as it reasonably believes is necessary to (a) satisfy any applicable law, regulation, legal process or governmental request, (b) enforce this Agreement, including investigation of potential violations hereof, (c) detect, prevent, or otherwise address fraud, security or technical issues, (d) respond to user support requests, or (e) protect the rights, property or safety of upstream, its users and the public. upstream will not be responsible or liable for the exercise or non-exercise of its rights under this Agreement.

Intellectual Property Rights upstream’s Intellectual Property Rights. You acknowledge that upstream owns all right, title and interest in and to the Service, including without limitation all intellectual property rights (the "upstream Rights"), and such upstream Rights are protected by international intellectual property laws. Accordingly, you agree that you will not copy, reproduce, alter, modify, or create derivative works from the Service. You also agree that you will not use any robot, spider, other automated device, or manual process to monitor or copy any content from the Service. The upstream Rights include rights to (i) the Service developed and provided by upstream; and (ii) all software associated with the Service.

Your Intellectual Property Rights upstream does not claim any ownership in any of the content that you upload, transmit or store in your Cobot account. We will not use any of your content for any purpose except to provide you with the Service.

Representations and Warranties You represent and warrant that (a) all of the information provided by you to upstream to participate in the Services is correct and current; and (b) you have all necessary right, power and authority to enter into this Agreement and to perform the acts required of you hereunder.

Privacy As a condition to using the Service, you agree to the terms of the Cobot Privacy Policy as it may be updated from time to time. upstream understands that privacy is important to you. You do, however, agree that upstream may monitor, edit or disclose your personal information, if required to do so in order to comply with any valid legal process or governmental request (such as a search warrant, subpoena, statute, or court order), or as otherwise provided in these Terms of Service and the Cobot Privacy Policy.

Account Inactivity After a period of inactivity, whereby a user fails to log in to an account for a period of nine months, Cobot reserves the right to disable or terminate the account. If an account has been deactivated for inactivity, the username associated with that account may be given to another user without notice to you or such other party.

Privacy As a condition to using the Service, you agree to the terms of the Cobot Privacy Policy as it may be updated from time to time. upstream understands that privacy is important to you. You do, however, agree that upstream may monitor, edit or disclose your personal information, if required to do so in order to comply with any valid legal process or governmental request (such as a search warrant, subpoena, statute, or court order), or as otherwise provided in these Terms of Service and the Cobot Privacy Policy.

Termination; Cancellation You may cancel your use of the Services and/or terminate this Agreement with or without cause at any time by providing notice to upstream at https://Cobot.me/pages/imprint; provided, however, that a terminated account may continue to exist for up to two business days before such cancellation takes effect. Cobot may at any time and for any reason terminate the Services, terminate this Agreement, or suspend or terminate your account. In the event of termination, your account will be disabled and you may not be granted access to your account or any files or other content contained in your account although residual copies of information may remain in our system. Except as set forth above or unless upstream has previously canceled or terminated your use of the Services (in which case subsequent notice by upstream shall not be required), upstream will notify you via email of any such termination or cancellation, which shall be effective immediately upon upstream’s delivery of such notice. Sections 3, 4, 5, 7, and 9 – 11 of the Agreement shall survive expiration or termination.

Indemnification You agree to hold harmless and indemnify upstream, and its subsidiaries, affiliates, officers, agents, and employees from and against any third party claim arising from or in any way related to your use of the Service, including any liability or expense arising from all claims, losses, damages (actual and consequential), suits, judgments, litigation costs and attorneys’ fees, of every kind and nature. In such a case, upstream will provide you with written notice of such claim, suit or action.

Choice of Law; Jurisdiction These Terms of Use will be governed by and construed in accordance with the laws of the State of Germany, without giving effect to its conflict of laws provisions or your actual state or country of residence. Any claims, legal proceeding or litigation arising in connection with the Service will be brought solely in Germany, and you consent to the jurisdiction of such courts.

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