Terms of Use 1. Description of Services. Shared Luxuries provide you with access to open office space, access to team and conference rooms, Internet access, office equipment, event space, knowledge resources, onsite and professional and personal growth workshops, and other services. The services that Shared Luxuries actually provides from time to time (collectively, “Services”) are fully described on Shared Luxuries' website (http://sharedluxuries.com). The Services are at all times subject to these Terms of Use. 2. No Unlawful or Prohibited Use. As a condition of your use of the Services, you agree that you will not use the Services for any purpose that is unlawful, deceitful, disparaging of others or prohibited by these Terms of Use or Shared Luxuries' Rules and Regulations, as published from time to time. You may not use the Services in any manner that could damage, disable, overburden, or impair any Shared Luxuries server, or the network(s) connected to any Shared Luxuries server, or interfere with any other party’s use and enjoyment of any Services. You may not attempt to gain unauthorized access to any Services, or accounts, computer systems or networks connected to any Shared Luxuries server or to any of the Services, through hacking, password mining or any other means. You may not obtain or attempt to obtain any materials or information through any means not intentionally made available through the Services. 3. Prohibited Uses of Services. You agree that when participating in or using the Services, you will not: a. Use the Services in connection with contests, pyramid schemes, chain letters, junk email, spamming or any duplicative or unsolicited message (commercial or otherwise); b. Defame, abuse, harass, stalk, threaten or otherwise violate the legal rights (such as rights of privacy and publicity) of others; c. Publish, post, upload, distribute or disseminate any inappropriate, profane, defamatory, obscene, indecent or unlawful topic, name, material or information on or through the Services; d. Upload, or otherwise make available, files that contain images, photographs, software or other material protected by intellectual property laws, including, by way of example, and not as limitation, copyright or trademark laws (or by rights of privacy or publicity) unless you own or control the rights thereto or have received all necessary consent to do the same; e. Use any material or information, including images or photographs, which are made available through the Services in any manner that infringes any copyright, trademark, patent, trade secret, or other proprietary rights of any party; f. Upload files that contain viruses, Trojan Horses, worms, time bombs, cancelbots, corrupted files, or any other similar software or programs that may damage the operation of another’s computer or property of another; g. Download any file(s) that you know, or reasonably should have known, cannot be legally reproduced, displayed, performed, and/or distributed in such manner; h. Restrict or inhibit any other coworking member or other users of the Services from using and enjoying the Services; i. Violate any code of conduct or other guidelines which may be applicable for any particular Service, including the Building Rules for Shared Luxuries' offices at 10130-C Colvin Run Rd. Great Falls, VA 22066 (“Shared Luxuries' Offices”); j. Harvest or otherwise collect information about others, including email addresses, without the authorization or consent of the disclosing party; k. Sell or rent other coworking member or other users of the Services personal information to third parties without the coworking member’s or other user’s explicit consent. l. Violate any applicable laws or regulations; and m. Create a false identity for the purpose of misleading others. 4. Reservation of Rights. Shared Luxuries reserves the right at all times to disclose any information about you, your participation in and use of the Services as Shared Luxuries deems necessary to satisfy any applicable law, regulation, legal process or governmental request, or to edit, refuse to post or to remove any information or materials, in whole or in part, in Shared Luxuries' sole discretion. 5. Confidentiality. a. You acknowledge and agree that during your participation in and use of the Services you may be exposed to Confidential Information. “Confidential Information” includes all information, in whole or in part, that is disclosed by Shared Luxuries, or any coworking member or other users of the Services or any employee, affiliate, or agent thereof, which is nonpublic, confidential or proprietary in nature. Confidential Information also includes, without limitation, information about business, sales, operations, know-how, trade secrets, technology, products, employees, customers, marketing plans, financial information, services, business affairs, any knowledge gained through examination or observation of or access to the facilities, computer systems and/or books and records of Shared Luxuries or any coworking member or other user of the Services or any employee, affiliate, or agent thereof, any analyses, compilations, studies or other documents prepared by Shared Luxuries or any coworking member or other user of the Services or any employee, affiliate, or agent thereof or otherwise derived in any manner from the Confidential Information and any information that you are obligated to keep confidential or know or have reason to know should be treated as confidential. b. Your participation in and/or use of the Services obligates you to I. maintain all Confidential Information in strict confidence; II. not disclose Confidential Information to any third parties; III. not use the Confidential Information in any way directly or indirectly detrimental to Shared Luxuries, or any coworking member or other users of the Services. IV. give Shared Luxuries prompt written notice of any judicial request or government order to disclose any Confidential Information and provide information to be disclosed as far in advance of its disclosure as is practicable in order to permit Shared Luxuries to seek a protective or similar order with respect to such information. c. All Confidential Information remains the sole and exclusive property of Shared Luxuries or the respective disclosing party. You acknowledge and agree that nothing in these Terms of Use or your participation or use of the Services will be construed as granting any rights to you, by license or otherwise, in or to any Confidential Information or any patent, copyright or other intellectual property or proprietary rights of Shared Luxuries, or any coworking member or other user of the Services. d. This Section 5 shall survive the termination of this Agreement. 6. Participation In or Use of Services. You acknowledge that you are participating in or using the Services at your own free will and decision. You acknowledge that Shared Luxuries does not have any liability with respect to your access, participation in, use of the Services, or any loss of information resulting from such participation or use. 7. Disclaimer of Warranties. To the maximum extent permitted by applicable law, Shared Luxuries provides the services “as is” and with all faults, and hereby disclaims with respect to the Services all warranties and conditions, whether express, implied or statutory, including, but not limited to, any warranties, duties or conditions of or related to: merchantability, fitness for a particular purpose, lack of viruses, accuracy or completeness of responses, results, workmanlike effort, lack of negligence, title, quiet enjoyment, quiet possession, correspondence to description or non-infringement. Shared Luxuries further disclaims any and all responsibility regarding the quality, or arising out of participation in or use of the Services. 8. Exclusion of Incidental, Consequential and Certain Other Damages. To the maximum extent permitted by applicable law, in no event shall Shared Luxuries or its owner-members, officers or agents be liable for any direct, special, incidental, indirect, punitive, consequential or other damages whatsoever (including, but not limited to, damages for: loss of profits, loss of confidential or other information, business interruption, personal injury, loss of privacy, failure to meet any duty (including of good faith or of reasonable care), negligence, and any other pecuniary or other loss whatsoever) arising out of or in any way related to the participation in or inability to participate in or use of the Services, the provision of or failure to provide services, or otherwise under or in connection with any provision of this Agreement, even in the event of the fault, tort (including negligence), strict liability, breach of contract or breach of warranty of Shared Luxuries, and even if Shared Luxuries has been advised of the possibility of such damages. 9. Limitation of Liability and Remedies. Notwithstanding any damages that you might incur for any reason whatsoever (including, without limitation, all damages referenced above and all direct, indirect, general damages, or damages caused by other coworking members or other users of the Services or their content, actions or inactions), the entire liability of Shared Luxuries and its owner-members, officers and agents under any provision of this Agreement and/or your use of the Services, and your exclusive remedy for all of the foregoing, shall be limited to actual damages incurred by you based on reasonable reliance up to one hundred dollars (USD $100.00). The foregoing limitations, exclusions, and disclaimers (including sections 7 and 8 above) shall apply to the maximum extent permitted by applicable law, even if any remedy fails its essential purpose. 10. Term and Termination. a. The term of this Agreement will begin on the date you sign this Agreement (unless otherwise provided in the then applicable Coworking Membership Selection and Payment Terms addendum attached to this Agreement (“Addendum No. 1”) and, except as otherwise provided in the next two sentences, will continue for the duration of the term of the coworking membership you selected on Addendum No. 1. Shared Luxuries reserves the right to terminate any Service at any time. Shared Luxuries further reserves the right to terminate your participation in and use of any Services, immediately and without notice, if you fail to timely make the coworking membership payments you agreed in this contract or fail to comply with these Terms of Use. Shared Luxuries' Rules and Regulations or for any other reason whatsoever. b. Notwithstanding the provisions of paragraph (a) of this section 10, you have the right to terminate this Agreement upon thirty (30) days’ advance written notice in either of the two following events: (i) you are unable to continue working for at least sixty (60) consecutive days due to a medical condition certified by a licensed physician or (ii) you are moving your residence to a location more than thirty (30) miles from the Town of Herndon, Virginia. 11. Indemnification. You release, and hereby agree to indemnify, defend and save harmless Shared Luxuries and its owner-members, officers and agents, jointly and individually, from and against all claims, liabilities, losses, damages, costs, expenses, judgments, fines and penalties based upon or arising out of your negligent actions, errors and omissions, willful misconduct or fraud in connection with your participation in or use of the Services. You further agree in the event that you bring a claim or lawsuit in violation of this Agreement, you shall be liable for any attorneys’ fees and costs incurred by Shared Luxuries or its owner-members, officers or agents in connection with the defense of such claim or lawsuit. Other Provisions of this Agreement 12. Severability. In the event that any provision or portion of this Agreement is determined to be invalid, illegal or unenforceable for any reason, in whole or in part, the remaining provisions of this Agreement shall be unaffected thereby and shall remain in full force and effect to the fullest extent permitted by applicable law. 13. Insurance. Shared Luxuries will carry General Liability insurance. As a coworking member or other user of the Services, Shared Luxuries advises that you consider carrying a Renters Insurance policy to cover your personal property while using our space. That policy may cover your current residence/office, as well as the premises of Shared Luxuries. 14. Modification of Terms. Shared Luxuries reserves the right to update the Terms of Use and Shared Luxuries’s Rules and Regulations at any time. Shared Luxuries will attempt to notify you of any updates within ten (10) days of their enactment using the contact information provided by you on Page 1. Alternatively, Shared Luxuries may notify you of any updates by posting the updated Terms of Use and/or Shared Luxuries Rules and Regulations at Shared Luxuries’s Offices or on its coworking membership portal. This Agreement may not be amended or modified, and provisions hereof may not be waived, without the prior written consent of Shared Luxuries. 15. Authority. You hereby represent and warrant that you have all requisite legal power and authority to enter into and abide by the terms and conditions of this Agreement and the Terms of Use and no further authorization or approval is necessary. You further represent and warrant that your participation in or use of the Services will not conflict with or result in any breach of any license, contract, agreement or other instrument or obligation to which you are a party. 16. Construction. a. This Agreement and the provisions contained herein shall not be construed for or against any party to this Agreement because that party drafted or caused that party’s legal representative to draft any of its provisions. The language used in this Agreement is the language chosen by the parties to express their mutual intent, and no rule of strict construction shall be applied against either party. b. The captions of the sections in this Agreement are used for convenience only and are not to be considered in construing or interpreting any term or provision of this Agreement. 17. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Virginia, excluding the choice of law rules thereof. 18. Entire Agreement. This Agreement, including the addenda, schedules and exhibits, if any, attached hereto, constitute the sole and entire agreement of the parties with respect to the subject matter hereof. All such addenda, schedules and exhibits hereto are hereby incorporated herein by reference. 19. Non-Disparagement. You agree not to engage in any conduct or make any statements that disparage, demean, or impugn Shared Luxuries, any company or person that owns Shared Luxuries or any company that is under common ownership with Shared Luxuries or any of their respective owners, directors, officers, employees, consultants, agents or representatives including, without limitation, any statements impugning Shared Luxuries’s or any such other company’s financial results, financial controls, accounting, business services or the personal or professional character of any such owner, director, officer, employee, consultant, agent or representative. This Section 19 shall survive the termination of this Agreement. 20. Notices. Any notice, request, demand, or other communication required or permitted hereunder must be in writing and will be deemed to have been given (a) if personally delivered to you or to Shared Luxuries, upon receipt, (b) if sent by electronic mail (“Email”) to the Email address provided by you on Page 1 or to Shared Luxuries’s Email address (members@sharedluxuries.com) upon receipt in the recipient’s Email address inbox, or (c) if sent by mail, on the third (3rd) business day after said notice has been deposited in the United States Mail, postage prepaid, and sent by certified or registered mail to the address provided by you on Page 1 or to Shared Luxuries’s Offices. All notices to a party shall be sent as provided in this Section 20 or to such other address(es) or person(s) as either party may designate by notice to the other party in accordance with this Section 20. Any notice given hereunder may be given on behalf of any party by his, her or its counsel or other authorized representatives. 21. Arbitration. Any controversy or claim arising out of, under, or in connection with this Agreement or any breach thereof, shall be settled by arbitration in the County of Fairfax, Commonwealth of Virginia in accordance with the rules, then in effect, of the American Arbitration Association and judgment upon the award of the arbitrators may be entered in the Courts of any state having jurisdiction thereof. 22. Successors and Assigns. If Shared Luxuries shall at any time be merged or consolidated into or with any other entity, or all or substantially all of its assets are transferred to another entity, then the provisions of this Agreement shall be binding upon, enforceable against, and inure to the benefit of, the entity resulting from such merger or consolidation or to which such assets shall be or have been transferred, and this provision shall be recurring and shall apply in the event of any and each subsequent merger, consolidation or transfer.