1. DEFINITIONS USED IN THIS AGREEMENT

“Agreement” means this BoxJelly License & Membership Agreement signed by you and us, including any attachments, exhibits, amendments and supplements relating to this Agreement, and any other policies set forth by us from time to time.

“Authorized Representative” means, if you are a company, an individual authorized to legally bind your company.

“BoxJelly,” “we” or “us” means Jelly Works X Zero-Ten LLC, a Hawaii limited liability company, doing business as BoxJelly.

“BoxJelly Member Network” means any BoxJelly members-only online community accessed through the internet or our mobile app.

“Building” means the building set forth on the first page of this Agreement, owned or managed by BoxJelly’s landlord.

“Common Areas” means those portions of the Premises identified as Common Areas on Schedule A attached hereto.

“End Date” means the “Ends On” date set forth on the first page of this Agreement.

“Individual Space Number(s)” means each individual office number and/or workspace location as may be specified on the first page of this Agreement. If the symbol “Ø” is shown on the first page of this Agreement, we will provide the Individual Office Number(s) for the agreed upon Capacity prior to the Start Date.

“Initial Term” means the period of time from the Start Date to the End Date set forth on the first page of this Agreement.

“License Term” means the Initial Term and any extension or renewal thereof.

“Member” or “you” means the company, entity, or individual entering into this Agreement as listed in first page of this Agreement.

“Membership Fees and Charges” mean, collectively, all Membership Fees and Charges listed on the first page of this Agreement, and all other fees and charges referred to in this Agreement.

“Permitted Occupant” means each person you authorize as being allowed to receive the Services (defined below).

“Premises” means a building or portion of a building in which BoxJelly offers offices, workstations, other workspaces, and/or other services to its members.

“Primary Contact” means the primary in-Premises Member contact set forth on the first page of this Agreement.

“Regular Business Days” are Monday through Friday, except local bank/government holidays.

“Regular Business Hours” are generally from 8:00 a.m. to 8:00 p.m. on Regular Business Days.

“Services” means the services described in Exhibit A attached to this Agreement, as may be modified by us from time to time.

“Shared Workspace” means the workspace(s) in the Premises as designated by BoxJelly for shared use by members who do not have dedicated desks or office spaces.

“Start Date” means the “Starts On” date set forth on the first page of this Agreement.

“Your Capacity” means the maximum number of occupants permitted to use Your Space as set forth in on the first page of this Agreement. If the maximum number of occupants is blank, then Your Capacity is one (1) person. If you have a “New Nomad” or “No Limits” membership, and Your Capacity is more than one, then this means you are permitted to use that number of seats at the Shared Workspace.

“Your Space” means:

(a) If you have a “New Nomad” or “No Limits” membership, then “Your Space” means your permitted use of the Shared Workspace, subject to unavailability from time to time. Reference to “Your” space in this context does not mean that you have any right to continuous use of any particular part of the Shared Workspace.

(b) If you have a “Dedicated Desk” membership then “Your Space” means the dedicated workspace identified by its Individual Space Number on the first page of this Agreement. See the Dedicated Desk / Private Office Rider for more information.

(c) If you have a “Private Office” membership then “Your Space” means the dedicated office space identified by its Individual Space Number on the first page of this Agreement. See the Dedicated Desk / Private Office Rider for more information.

2. LICENSE

a. Non-Exclusive Revocable License to Use Your Space. Subject to the terms and conditions of this Agreement, our receipt and approval of your Required Submissions, and any other policies or rules governing this Agreement, the Building, the Premises and Your Space, if any, we grant you a revocable non-exclusive license to use Your Space together with the Common Areas of the Premises during the License Term, unless earlier terminated or extended upon the terms and conditions of this Agreement. You agree that the designation of, access to, and availability of Common Areas are subject to change from time to time by us in our sole and absolute discretion, and/or by BoxJelly’s landlord.

b. AS-IS. You accept the Premises, the Building, and Your Space in their “as is” condition, with all faults. You acknowledge that we have not made, and do not hereby make, any representation or warranty, express or implied, as to the physical condition of the Premises, Your Space or the Building, or the uses to which the Premises may be put, the suitability of the Premises or Your Space for your intended purposes, compliance of any improvements with existing law, or your ability to use the Premises or Your Space for your intended uses. You agree that we are not required to perform any alterations or improvements to the Premises or Your Space unless we specifically agree to do so in writing.

c. Permitted Use. You are permitted to use the Premises and Your Space for general office use only, and for no other purpose. In no event shall the any portion of the Premises be used by you for retail, residential or storage purposes.

d. Services. We will use commercially reasonable efforts to provide you (and your Permitted Occupants, as applicable) the Services identified in Exhibit A attached to this Agreement. We may also modify or reduce the list of Services provided to you or Your Space at any time. The Services may be provided by us, an affiliate or a third party. You understand that any additional services are subject to additional fees and charges.

e. Our Reserved Right of Entry and Alteration. We are entitled to access any part of the Premises, including Your Space, with or without notice, to provide the Services or for safety or emergency purposes or for any other purposes, regardless of whether any portion of Your Space is locked or secured in any manner. We may temporarily move furnishings or personal property contained in Your Space. We reserve the right to alter Your Space and any portion of the Premises.

f. Parking. You are permitted to park in BoxJelly’s designated parking stalls at the Building, subject to the rules and regulations of the Building landlord. You are not permitted in any other guest or customer stalls at the Building, and your use of BoxJelly parking stalls is allowed only for purposes of using Your Space at the Premises.

3. PERMITTED OCCUPANTS; REPRESENTATIVES

a. Occupant List. You are responsible for maintaining the accuracy of your list of Permitted Occupants, whether on the BoxJelly Member Network or in your file with us (your “Occupant List”). Only those individuals set forth on the Occupant List will be entitled use the Services and Your Space. All of your Permitted Occupants shall be required to provide valid government issued identification in order to be issued an activated key card to access the Premises. If the number of Permitted Occupants or other individuals regularly using Your Space exceeds the Capacity, you will be required to pay the then-current additional fee as set forth on our website. In no event will the number of occupants exceed Your Capacity, regardless of additional fees paid. We reserve the right to further limit the number of occupants allowed at any point.

Upon the addition of a Permitted Occupant to the Occupant List, BoxJelly may, but is not obligated to, create a profile for such Permitted Occupant on the BoxJelly Member Network, if any. Such profile may be viewable by us, our employees and agents, and other members and occupants. Any created profile will include only the Permitted Occupant’s name and the Member company name; any additional information, including a photograph, may be added solely as determined by you or such Permitted Occupant.

b. Primary Contact or Authorized Representative. You agree, represent and warrant that the Authorized Representative generally has the sole authority to make changes to or terminate this Agreement. For all other matters, your Primary Contact will serve as BoxJelly’s primary contact, including matters that involve your occupants, Your Space or the Premises. We will be entitled to rely on communications to or from the Authorized Representative or Primary Contact as notice to or from you. Unless we receive instructions from the Authorized Representative, if the individual designated as the Primary Contact ceases its affiliation or employment with you or ceases using Your Space regularly, we will use our reasonable judgment in designating a replacement Primary Contact.

4. MEMBERSHIP FEES; PAYMENTS

a. Payments Due Upon Signing. Upon submitting a signed and completed Agreement, you will be obligated to deliver to us, in the amount(s) set forth on the first page of this Agreement, (i) the Service Retainer and (ii) the Set-Up Fee. You are obligated to pay the Set-Up Fee for each space understood as Your Space that you occupy (for Shared Workspaces, this means each seat you occupy at a Shared Workspace), and upon any upgrades or transfers of Your Space.

b. Membership Fee. Your monthly Membership Fee will be due every month in advance no later than the first (1st) day of each month. You are obligated to make payment of all Membership Fees owed throughout the License Term and this obligation is absolute notwithstanding any early termination of the Agreement by you (“Membership Fee Obligations”). 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 consumption, sales, use, excise, value added and any other taxes attributable to your Membership as shown on your invoice. The Membership Fees set forth on the first page of this Agreement covers the Services only up to Your Capacity. Additional occupants in excess of Your Capacity will result in additional fees as set forth on our website.

Following any Initial Term, we reserve the right to increase or decrease the Membership Fee at our sole discretion upon sixty (60) days’ prior notice to you. Unless we provide otherwise, on each yearly anniversary of the Start Date (including during any Initial Term) the Base Fee will be subject to an automatic five percent (5%) increase over the then current Base Fee.

c. Invoices; Financial Information. BoxJelly will send or otherwise provide invoices and other billing-related documents, information and notices to the Primary Contact or, if a Billing Contact is shown on the first page of this Agreement, the Billing Contact. Change of the Billing Contact will require notice from the Authorized Representative in accordance with this Agreement.

d. Credits; Overage Fees. Each month, you may receive a certain number of credits for services, as shown on the first page of this Agreement. These allowances may not be rolled over from month to month. We reserve the right to update the credit equivalents, or to discontinue such credits and services. If these allocated amounts are exceeded, you will be responsible for paying fees for such overages. The current credit and overage fee schedule is listed on our website. All overage fees are subject to increase from time to time and it is your responsibility to remain up to date on our fees.

e. Late Fees. If payment for the Membership Fee or any other accrued and outstanding fee is not made by the fifth (5th) calendar day of the month in which such payment is due, you will be responsible for paying the then-current late charge. The current late fee schedule is listed on our website.

f. Form of Payment. Payments must be made in U.S. dollars in the form of credit cards accepted by us, or electronic check (“eCheck”).

g. Outstanding Fees. Any outstanding fees will be charged in arrears on a monthly basis. When we receive funds from you, we will first apply funds to any balances which are in arrears and to the earliest month due first. Once past balances are satisfied, any remaining portion of the funds will be applied to current fees due. If any payments remain outstanding after we provide notice to you, we may, in our sole discretion, withhold Services or terminate this Agreement in accordance with Section 5.

h. No Refunds. Except as otherwise provided for herein, there are no refunds of any fees or other amounts paid by you or your Permitted Occupants in connection with the Services.

5. TERM AND TERMINATION

a. Term. This Agreement will be effective when signed by both parties (“Effective Date”); provided that we have no obligation to provide you with any of the Services until the later of (i) the date on which payment of your Service Retainer, Set-Up Fee and first month’s Membership Fee has been received by us or (ii) the Start Date. Unless otherwise set forth in Agreement or as agreed in writing by you and us, following the Initial Term, this Agreement shall continue on a month-to-month basis until terminated in accordance with this Agreement. If no Initial Term is indicated on the first page of this Agreement, the default Initial Term shall commence on the Start Date and end one (1) month after the Start Date.

b. Move In. If the Start Date is a Regular Business Day, you will be entitled to access Your Space no earlier than 11:00 a.m. on the Start Date. If the Start Date is not a Regular Business Day, you will be entitled to move into the Your Space no earlier than 11:00 a.m. on the first Regular Business Day after the Start Date.

c. Cancellation Prior to Start Date by You. You may cancel this Agreement prior to the Start Date upon delivery of notice to us. If you terminate more than one (1) full calendar month prior to your Start Date, you may be entitled to a refund of your Set-Up Fee, less any applicable charges, expenses or deductions; however, you will not be entitled to a refund of your Service Retainer. If you terminate within one (1) full calendar month prior to your Start Date, you will not receive any refund of your Set-Up Fee or Service Retainer.

d. Termination by You; Changes in Your Space. After the Initial Term, you may terminate this Agreement upon no less than one (1) month of prior written notice to us, and such termination will occur on the last Regular Business Day of the applicable month (the “Termination Date”). Any termination by you during the Initial Term is a breach of this Agreement, and any upon any such termination (whether voluntarily given or as a result of any default of your obligations under this Agreement) shall result in all unpaid Membership Fee Obligations for the entire Initial Term being immediately due. In addition to any rights, claims and remedies we choose to pursue in our discretion, your Service Retainer shall be forfeited immediately as a result of your breach. Notice must be provided during Regular Business Hours. For example, if you would like to terminate this Agreement on the last Regular Business Day of April, and assuming that the Initial Term will have expired by such date, the last opportunity to provide notice to us would be during Regular Business Hours on the last Regular Business Day of March. You will not be entitled to any proration with respect to the last month’s Membership Fee. For instance, if you vacate Your Space before the last Regular Business Day of April, you will still owe us the full Membership Fee for the full month of April.

e. Termination or Suspension by Us. We may withhold Services or immediately terminate this Agreement: (i) upon breach of this Agreement by you or any Occupant; (ii) if any outstanding fees remain unpaid after three (3) calendar days’ notice to you; (iii) if you or any of your Permitted Occupants fail to comply with the terms and conditions of the BoxJelly Member Network Terms of Service, our Wireless Network Terms of Service, or any other policies or instructions provided by us or applicable to you, as may be amended or modified by us from time to time; (iv) at any other time, when we, in our reasonable discretion, see fit to do so; or (v) upon one (1) full calendar month notice when we, in our sole discretion, see fit to do so. Regardless of any termination or expiration of this Agreement, you will remain liable for all amounts unpaid, and we may exercise any and all of our rights to collect such amounts from you.

You and/or any Permitted Occupant will no longer be allowed access to the Services and Premises upon the earlier of (x) termination of this Agreement; (y) your removal of such Permitted Occupant from the Occupant List or (z) our notice to you that such Permitted Occupant violated this Agreement.

f. Service Retainer. The Service Retainer will be held as a retainer for performance of all your obligations under this Agreement, including the Membership Fee Obligations, and is not intended to be a reserve from which fees may be paid. In the event you owe us other fees, you may not rely on deducting them from the Service Retainer, but must pay them separately. We will return the Service Retainer, or any balance after deducting outstanding fees and other costs due to us, including any unsatisfied Membership Fee Obligations to you by bank transfer or other method that we communicate to you within thirty (30) days (or earlier if required by applicable law) after the later of (i) the termination or expiration of this Agreement and (ii) the date on which you provide to us all account information necessary for us to make such payment. Return of the Service Retainer is also subject to your complete performance of all your obligations under this Agreement, including full satisfaction of your Membership Fee Obligations and any additional obligations applicable following termination or expiration of this Agreement. We reserve the right to increase your Service Retainer, from time to time, to reflect any increases in fees or charges associated with your membership.

g. Termination of Mail Service. For members with mail service, following the termination or expiration of this Agreement, we will not forward to you or hold for you mail or other packages delivered to us, and you agree to waive any claims or demands regarding such property or our handling of such property as described in this Section 5.g.

6. YOUR PROMISES AND ACKNOWLEDGEMENTS

In addition to any rules, policies and/or procedures that are specific to Building, Premises and Your Space:

a. You acknowledge and agree that:

i. Keys and Access Cards. Keys, key cards and other such items used to gain physical access to the Premises or Your Space remain our property. You will cause your Permitted Occupants to safeguard our property and you will be liable for replacement fees should any such property be lost, stolen or destroyed;

ii. Change of Contact or Billing Information. You will promptly notify us of any change to your contact and payment information;

iii. Email Notices. Any notice of any changes to services, fees, or other updates may be sent by email to the email address(es) specified in this Agreement, and shall be deemed received on the day and time it is sent by us. You are responsible for ensuring prompt and actual receipt of such emailed notices from us.

iv. Compliance with Agreement. You are responsible for ensuring your Permitted Occupants remain in compliance with this Agreement and any changes thereto, even if we notify such Permitted Occupants directly;

v. Moving Equipment. Carts, dollies and other freight items which may be made available by us shall not be used in Building elevators without our prior written permission;

vi. Security Measures. For security reasons, we may, but have no obligation to, monitor and/or record certain areas in the Premises via videotaping or other methods;

vii. No Minors. All of your Permitted Occupants must be at least 18 years of age, and unaccompanied minors are not allowed in the Premises. We reserve the right to ask your Permitted Occupants and their guests and invitees for identification showing proof of age;

viii. Alcohol Consumption. You shall be solely and fully responsible for ensuring that no alcohol is consumed by any Permitted Occupants or guests who may be younger than the legal drinking age in the applicable jurisdiction. We reserve the right to remove any person from the Premises who appears to be intoxicated, in our sole and absolute discretion.

ix. Non-Exclusive Use of Common Areas. Common Areas are to be enjoyed by all of our members, occupants and guests unless otherwise instructed by us, and are for temporary use and not as a place for continuous, everyday work;

x. Events. You will not promote, advertise or host any event at the Premises without our prior written consent, which consent may be withheld in our sole discretion, and you agree to provide us with at least 30 days’ prior written notice of any event and to promptly provide any documentation, assurances or information reasonably requested by us;

xi. Wear and Tear. You will be responsible for any damage to Your Space exceeding normal wear and tear, and you will compensate us for any repair or maintenance made by us on your behalf;

xii. Mail Delivery. If you have mail service with us, we are not liable for any mail or packages received without a BoxJelly employee’s signature indicating acceptance;

xiii. Computers and Electronic Devices. You and your Permitted Occupants’ computers, tablets, mobile devices and other electronic equipment must be (a) kept up-to-date with the latest software updates provided by the software vendor and (b) kept clean of any malware, viruses, spyware, worms, Trojans, or anything that is designed to perform malicious, hostile and/or intrusive operations. We reserve the right to remove any device from our networks that poses a threat to our networks or users until the threat is remediated, in our sole and absolute discretion; and

xiv. Consent to Use Your Name and Logo. You consent to our non-exclusive, non-transferable use of your Member name and/or logo in connection with identifying you as a Member company of BoxJelly, 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.

xv. Suspension of Services. We may, at any time, restrict or suspend the Services or the use of Your Space in whole or in part for purposes of maintenance of the Premises, regulatory compliance or other justifiable reasons. We will not be liable for any damages incurred by you resulting from such restriction or suspension.

b. You, and your Permitted Occupants, guests, and invitees further agree:

i. No Disturbances or Harassment. You will not perform any activity or cause or permit anything that is reasonably likely to be disruptive or dangerous to us or any other members, or our or their employees, guests or property, including without limitation Your Space or the Premises, or commit acts of violence or harassing or intimidating behavior;

ii. No Unlawful or Offensive Activity. You will not use the Services, the Premises or Your Space to conduct or pursue any prohibited, illegal or offensive activities;

iii. No Misrepresentation. You will not misrepresent himself or herself to the BoxJelly community, either in person or on the BoxJelly Member Network;

iv. No Unauthorized Use of Other Members’ Information or Intellectual Property. You will not take, copy or use any information or intellectual property belonging to other member companies or their Permitted Occupants 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, and this provision will survive termination of this Agreement;

v. No Unauthorized Use of Our Information or Intellectual Property. You will not take, copy or use for any purpose the name “BoxJelly” or any of our other business names, trademarks, service marks, logos, trade dress, marketing material, other identifiers or other intellectual property or modified or altered versions of the same, or take, copy or use for any purpose any pictures or illustrations of any portion of the Premises, or engage in any conduct that is likely to cause confusion between BoxJelly and yourself, without our prior consent, and this provision will survive termination of this Agreement, provided that during the term of this Agreement you will be able to use “BoxJelly” in plain text to accurately identify an address or office location;

vi. Office Use Only. You will use Your Space for office use only, and not for “retail,” “medical,” or other uses involving frequent visits by members of the public, or as a residential or living space;

vii. No Prohibited Mail. You will use not our mail and deliveries services for fraudulent or unlawful purposes, and we shall not be liable for any such use;

viii. No Duplicates or Sharing of Keys or Access Information. You will not make any copies of any keys, keycards or other means of entry to Your Space or the Premises or lend, share or transfer any keys or keycards to any third party, unless authorized by us in advance;

ix. No Unauthorized Security Measures. You will not install any locks to access Your Space or anywhere within the Premises, unless authorized by us in advance;

x. No Unregistered Guests. You will not allow any guest(s) to enter the building without registering such guest(s) and performing any additional required steps according to our policies;

xi. No Storage or Unattended Items; Our Right to Dispose. You will not store or leave unattended any personal items or equipment in any part of the Premises, except that Dedicated Desk and Private Office users may do so in their designated space(s) subject to the terms and conditions of this Agreement. You specifically acknowledge that any items left unattended in the Shared Workspace or Common Areas will be deemed waste and may be disposed of by us without any prior notice to you.

xii. No Liability for Theft or Stolen Property. We are not responsible for safeguarding any of your property or equipment at the Premises, whether in a dedicated space or not, and you assume all risk of theft or loss of any such property or equipment. This means that it is your responsibility to safeguard or monitor your own property.

xiii. No High-Powered Equipment. You will not operate any equipment within the Premises that has a higher heat output or electrical consumption than in a typical personal office environment, or places excessive strain on our electrical, IT, HVAC or structural systems, without our prior approval; or

xiv. No Weapons or Explosives. You will not bring any weapons of any kind, or any other offensive, dangerous, inflammable or explosive materials into Your Space or the Premises.

xv. Full Compliance. You are responsible for ensuring your Permitted Occupants comply with all House Rules.

7. ADDITIONAL AGREEMENTS

a. Information Technology. In order to utilize all the functionalities offered by us, it may be necessary to install software onto a Member’s computer, tablet, mobile device or other electronic equipment. If we provide such services, we will not be responsible for any damage to your equipment.

b. Network Connection. BoxJelly provides shared Internet access to members via a wired or wireless network connection. For those members wishing to implement a private wired network, BoxJelly may allow you to install a firewall device for your exclusive access and use, subject to BoxJelly IT approval, and you will be responsible for removal of the same. Prior to any such installation or removal, you shall coordinate with the BoxJelly IT team to discuss the actual setup, appropriate time, manner and means for such installation or removal and any additional fees that may result from the request. To the extent that we incur any costs in connection with such installation or removal, which are not otherwise paid by you, we shall bill back such fees to you. You shall also be responsible for any monthly fees incurred relating to your private, secured wired network.

c. Waiver of Claims. To the extent permitted by law, you, on your own behalf and on behalf of your Permitted Occupants, employees, agents, guests and invitees, waive any and all claims and rights against us and our landlords at the Premises and our affiliates, parents, and successors and each of our and their employees, assignees, officers, agents and directors (collectively, the “BoxJelly Parties”) resulting from injury or damage to, or destruction, theft, or loss of, any property, person or pet.

d. Limitation of Liability. To the extent permitted by law, the aggregate monetary liability of any of the BoxJelly Parties to you or your Permitted Occupants, employees, agents, guests or invitees for any reason and for all causes of action, will not exceed the total Membership Fees paid by you to us under this Agreement in the twelve (12) months prior to the claim arising. None of the BoxJelly 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. You acknowledge and agree that you may not commence any action or proceeding against any of the BoxJelly Parties, whether in contract, tort, or otherwise, unless the action, suit, or proceeding is commenced within one (1) year of the cause of action’s accrual. Notwithstanding anything contained in this Agreement to the contrary, you acknowledge and agree that you shall not commence any action or proceeding against any of the BoxJelly Parties other than the BoxJelly Party you are directly contracting with hereunder and the assets of such person for any amounts due or for the performance of any obligations in connection with this Agreement.

e. Indemnification. You will indemnify, defend and hold harmless the BoxJelly Parties from and against any and all claims, including third party claims, liabilities, and expenses including reasonable attorneys’ fees, resulting from any breach of this Agreement by you or your Permitted Occupants or your or their guests, invitees or service animals or any of your or their actions or omissions, or any use of the address of the Premises as registered address. You are responsible for the actions of and all damages caused by all persons and service animals that you, your Permitted Occupants 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 BoxJelly Parties without our written consent. None of the BoxJelly Parties shall be liable for any settlement made without its prior written consent.

f. Insurance. You are responsible for maintaining, at your own expense and at all times during the Term and for a period of two (2) years after, personal property insurance and commercial general liability insurance covering you and your Permitted Occupants for property loss and damage, injury to your Permitted Occupants and your Permitted Occupants’ guests and prevention of or denial of use of or access to, all or part of the Premises, in form and amount appropriate to your business. You will ensure that BoxJelly and the landlord of the Building shall each be named as additional insureds on any such policies of insurance, if applicable, and that you waive any rights of subrogation you may have against BoxJelly and the landlord of the applicable premises. You shall provide proof of insurance upon our request.

g. No Pets. Except for “service animals,” as the term is defined under the Americans with Disabilities Act (“ADA”), pets are not permitted in the Premises. We reserve the right to ask you for documentation or other information which proves that such animal meets ADA service animal qualifications. If your or any of your Permitted Occupants brings an authorized service animal into the Premises, you will be responsible for any injury or damage caused by such animal to other members or guests or other occupants of the Premises or to the property of (i) BoxJelly or any employees, members or guests or (ii) the owner(s) or other occupants of the Premises. None of the BoxJelly Parties will be responsible for any injury to such service animal. We reserve the right, in our sole discretion, to remove, require you to remove, or permanently ban from the Premises, any animal which we believe exhibits aggressive, unsanitary or inappropriate behavior.

h. Other Members; Inappropriate Behavior. We do not control and are not responsible for the actions of other members, or any other third parties. If a dispute arises between members, their Permitted Occupants or their invitees or guests, we shall have no responsibility or obligation to participate, mediate or indemnify any party. We reserve the right to terminate this Agreement as to you or any Permitted Occupant for any act or omission observed by us or reported to us that we deem offensive or inappropriate, in our sole and absolute discretion. You acknowledge, however, that we are not obligated to terminate other members’ use of the Premises on account of any report by you, or observation by us, of such member’s behavior.

i. Privacy. We collect, process, transfer and secure personal data about you and your Permitted Occupants pursuant to the terms of our Privacy Policy, which can be found on our website, and in accordance with all applicable data protection laws. Note that you are not obligated to provide us with personal information and any information collected by us will be provided by you at your own will and with your explicit consent granted herein by execution of this Agreement. You hereby undertake (i) to inform any new or existing Permitted Occupant of the provisions of this clause and the privacy policy, (ii) where necessary, to obtain consent from such Permitted Occupant to the collection, processing, transferring and securing of data described herein and (iii) you in fact collect and process such Permitted Occupant’s personal data in accordance with applicable law.

j. Registered Address. If you have mail service with us, you will not use an address provided by us as your registered address unless you have received our prior written consent. If, following the receipt of such written consent, you are using an address provided by us as your registered address, or you change your existing registered address to a registered address provided by us, upon termination or expiration of this Agreement, you shall complete the deregistration (change) of such address with the competent legal affairs bureau within 30 days of the date of such termination or expiration, and shall provide to us an original updated commercial registration for our review and verification. For each whole or partial calendar month after such 30 day deadline has elapsed that you have not deregistered the registered address and provided to us proof of the same in the form of an updated commercial registration, you agree to pay a percentage of your Membership Fee as follows: for the first whole or partial calendar month, 50%; for the second calendar month, 100%; for the third calendar month and each calendar month thereafter, 150%. Such fees may be deducted from your Service Retainer or separately charged to you, in our sole discretion. In the event that such fees are insufficient to compensate us for our losses incurred due to your breach under this Section 7(j), we shall be entitled to recover such excess losses from you. BoxJelly may, at any time and in its discretion, decide to no longer allow you to use the registered address upon reasonable notice to you, in which case you shall complete the deregistration of such address as mentioned above. Your use of any address provided by us is solely at your own risk and you are responsible for confirming whether any such use is permitted under applicable laws or regulations.

k. Relocation; Renovation; Reconfiguration. We reserve the right to relocate you to another space in the Premises or the Building from time to time upon ten (10) days prior written notice. If Your Space is a dedicated desk or office, then such relocated space shall be of at least the same size. We reserve the right to show the Premises and Your Space to prospective members, and we reserve the right to reconfigure the space and reduce or expand any Shared Workspaces or Common Areas in our sole discretion. You acknowledge that we or the Building landlord may from time to time repair, upgrade, renovate, improve, alter, or modify the Premises or Building or the Common Areas (collectively, the "Renovations”). You agree that your Membership Fees and Charges will not abate or be forgiven or adjusted as a result of Renovations and we will not be liable to you for any damages or losses as a result of any Renovations.

8. DISPUTES

a. Governing Law; Venue; Service. This Agreement, the Services, and the transactions contemplated hereby shall be governed by and construed in accordance with the laws of the State of Hawaii and you irrevocably consent to the jurisdiction of the State of Hawaii and, unless prohibited by law, to the venue of the First Circuit Court of the State of Hawaii. This provision shall not, however, preclude us from commencing any action against you in any other jurisdiction. You agree that notice or service of process may be made by certified or registered mail, postage prepaid, addressed at the Primary Contact address shown on the first page of this Agreement, or at such other address as you may designate from time to time by written notice to us.

b. Waiver of Right to Trial by Jury. You and we each: (1) agree not to elect a trial by jury with respect to any issue arising out of, or in any way connected with, this Agreement, the relationship between you and us, or your use of Your Space; and (2) waive any right to trial by jury with respect to such issue to the extent that any such right exists now or in the future. This waiver of right to trial by jury is separately given by each party, knowingly and voluntarily.

c. Attorneys’ Fees and Legal Expenses. In any action, suit or proceeding to enforce rights under this Agreement, the prevailing party shall be entitled to recover, in addition to any other relief awarded, the prevailing party’s reasonable attorneys’ fees and other fees, costs and expenses of every kind in connection with the action, suit or proceeding, any appeal or petition for review, the collection of any award or the enforcement of any order, as determined by the arbitrator(s) or court, as applicable.

9. MISCELLANEOUS

a. Nature of the Agreement; Relationship of the Parties. The whole of Your Space remains our property and in our possession and control. We are giving you the right to share with us the use of Your Space so that we can provide the Services to you. Notwithstanding anything in this Agreement to the contrary, you and we agree that our relationship is not that of landlord-tenant or lessor-lessee and this Agreement in no way shall be construed as to grant you or any Permitted Occupant any title, easement, lien, possession or related rights in our business, the Premises, Your Space or anything contained in or on the Premises or Your Space. This Agreement creates no tenancy, lease, sublease, superficies right or other real property interest. The parties hereto shall each be independent contractors in the performance of their obligations under this Agreement, and this Agreement shall not be deemed to create a fiduciary or agency relationship, or partnership or joint venture, for any purpose. Neither party will in any way misrepresent our relationship.

b. Updates to the Agreement. Changes to membership and overage fees, will be governed by Section 4(b) and 4(d) of this Agreement, respectively. We may from time to time update the terms and conditions of membership with or without notice to you. Continued use of Your Space or the Services will constitute acceptance of the new terms.

c. Waiver. Neither party shall 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.

d. Subordination; Termination of Our Lease. This Agreement is subject and subordinate to our lease with our landlord of the Premises and to any supplemental documentation and to any other agreements to which our lease with such landlord is subject to or subordinate (collectively, “Our Lease”). However, the foregoing does not imply any sublease or other similar relationship involving an interest in real property. You acknowledge that the landlord under Our Lease has a special right to terminate Our Lease if it desires to redevelop the Building. Upon any termination of Our Lease, whether by expiration of the lease term or any earlier termination, this Agreement shall automatically terminate.

e. Extraordinary Events. BoxJelly will not be liable for, and will not be considered in default or breach of this Agreement on account of, any delay or failure to perform as required by this Agreement as a result of any causes or conditions that are beyond BoxJelly’s reasonable control, including without limitation (i) any delays or changes in construction of, or BoxJelly’s ability to procure any space in, any Premises, and (ii) any delays or failure to perform caused by conditions under the control of our landlord at the applicable Premises.

f. Severable Provisions. Each provision of this Agreement shall be considered separable. To the extent that any provision of this Agreement is prohibited, this Agreement shall be considered amended to the smallest degree possible in order to make the Agreement effective under applicable law.

g. Survival. Sections 1, 2(b), 4 (to the extent any payments remain outstanding), 5(d), 5(f), 5(g), 6(b), 7(a) through 7(f), 7(h), 7(j), 8, and 9 and all other provisions of this Agreement reasonably expected to survive the termination or expiration of this Agreement will do so.

h. Notices. Any and all notices under this Agreement may be given via email, and will be effective on the first business day after being sent. All notices will be sent via email to the email addresses specified on the first page of this Agreement, except as may otherwise be provided in this Agreement. BoxJelly may send notices to either (or both) the Primary Contact or the Authorized Representative, as BoxJelly determines in its sole discretion. Notices from you related to the physical Premises, Permitted Occupants, other members or other issues in the Premises should be sent by the Primary Contact. Notices from you related to this Agreement or the business relationship between you and BoxJelly should be sent by your Authorized Representative. In the event that we receive multiple notices from different individuals within your company containing inconsistent instructions, the Authorized Representative’s notice will control unless we decide otherwise in our sole and absolute discretion.

i. Headings; Interpretation. The headings in this Agreement are for convenience only and are not to be used to interpret or construe any provision of this Agreement. Any use of “including,” “for example” or “such as” in this Agreement shall be read as being followed by “without limitation” where appropriate. References to any times of day in this Agreement refer to the time of day in Hawaii Standard Time.

j. No Assignment. Except in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of the shares or assets of you or your parent corporation, you may not transfer or otherwise assign any of your rights or obligations under this Agreement (including by operation of law) without our prior consent. We may assign this Agreement without your consent.

k. OFAC. You hereby represent and warrant that (i) in the performance of this Agreement you will comply with all applicable U.S. and non-U.S. economic sanctions and export control laws and regulations, including but not limited to the economic sanctions regulations implemented under statutory authority and/or Executive Orders and administered by the U.S. Treasury Department’s Office of Foreign Assets Control (“OFAC”) (31 C.F.R. Part 500 et seq.), the U.S. Commerce Department’s Export Administration Regulations (15 C.F.R. Part 730 et seq.), and any other U.S. or international trade control laws which may apply. If you, the Member, is an entity, you hereby represent and warrant that (i) each person owning a 10% or greater interest in such Member is (A) not currently identified on the List, and (B) is not a person with whom a citizen of the United States is prohibited to engage in transactions by any trade embargo, economic sanction, or other prohibition of United States law, regulation, or Executive Order of the President of the United States and (ii) you have implemented procedures, and will consistently apply those procedures, to ensure the foregoing representations and warranties remain true and correct at all times. If you, the Member, is an individual, you make the above representations as to yourself. You will comply with all requirements of law relating to money laundering, anti-terrorism, trade embargos and economic sanctions, now or hereafter in effect and shall use reasonable efforts to notify us in writing if any of the forgoing representations, warranties or covenants are no longer true or have been breached or if you have a reasonable basis to believe that they may no longer be true or have been breached. In addition, at our request, you must provide us with such information as may be requested by the requesting to determine the other party’s compliance with the terms hereof. For purposes of this paragraph, “List” shall mean the Specially Designated Nationals and Blocked Persons List maintained by OFAC and/or on any other similar list maintained by OFAC pursuant to any authorizing statute, executive order or regulation, and “OFAC” shall mean the Office of Foreign Assets Control, Department of the Treasury.

l. Compliance with Applicable Laws; Anti-Money Laundering Laws. You hereby represent and warrant that at all times you and your Permitted Occupants have conducted and will conduct your business operations ethically, and in accordance with all applicable federal, state, and local laws, regulations, and ordinances (the “Applicable Laws”). If doing so constitutes a prudent business practice for your operations, you will implement and maintain policies and procedures necessary or advisable to ensure compliance with Applicable Laws. For the avoidance of doubt, such laws shall include but not be limited to laws that prohibit commercial bribery and money laundering (the “Anti-Money Laundering Laws”), and that all funds which you will use to comply with your payments obligations under this Agreement will derive from legal sources, pursuant to the provisions of Anti-Money Laundering Laws. You will provide us with all information and documents that we from time to time may request in order to comply with all Anti-Money Laundering Laws.

m. Brokers. You hereby represent and warrant that you have not used a broker or realtor in connection with the membership transaction covered by this Agreement, except as may be provided for in any BoxJelly broker referral program. You hereby indemnify and hold us harmless against any claims arising from the breach of any warranty or representation of this paragraph.

n. Entire Agreement. This Agreement, including any and all exhibits, riders and schedules attached hereto, constitutes the entire agreement between the parties relating to the subject matter hereof and shall not be changed in any manner except by a writing executed by both parties or as otherwise permitted herein. All prior agreements and understandings between the parties regarding the matters described herein have merged into this Agreement.

o. Successors and Assigns. This Agreement and the terms, covenants, and conditions hereof shall be binding upon you, your respective heirs, personal representatives, successors, successors in trust and assigns, and shall inure to the benefit of us, our successors and assigns.

You acknowledge and you agree that you read this Agreement and completely understand the rights and liabilities of the parties hereunder and you have been given the opportunity to seek the advice of counsel, and hereby knowingly and voluntarily execute this Agreement.