Last Updated: February 10, 2023

Our Terms and Conditions are long and boring (our lawyer wrote them), but it’s important that you read them carefully to understand your rights and protections, as well as ours. We hope to be able to simplify these terms in the future. Please contact us if you have questions.

1. Defined Terms

“Authorized Signatory” means an individual authorized to legally bind your company.

“Commencement Date” means the commencement date set forth on the Membership Details form.

“Local Membership” means your membership with Local.

“Member” means a company, entity, or individual that enters into a Membership Agreement with Local including each person you authorize on your Member List as being allowed to use your Office Space and receive the Services (defined below) or other benefits of your Local Membership.

“Membership Agreement” means the Membership Details form and this Terms and Conditions.

“Membership Fee”

“Office Space” means the office number and/or workspace location(s) specified in the Membership Details form.

“Premises” means 1221 Hermosa Avenue, Suite 101, Hermosa Beach, CA 90254 in which the Office Space is located, as set forth in the Membership Details form.

“Primary Member” means the primary in-Premises Member contact for Local.

“Local,” “we” or “us” means the Local Collaborative Hermosa, LLC.

“You” means the company or other entity listed on the Membership Details form.

2. USE OF SERVICES

Local provides the following services (“Services’) to the Member Companies:

a. Use. Access to the Local workspace as specified in the Membership Details form. All memberships include use of the internet, clerical and reception service, storage facilities, meeting rooms (subject to availability and credit hours), printing and photocopying (subject to paper credits), and coworking space. A Local staff person will be onsite from 9:00 A.M. to 6:00 P.M. on weekdays.

b. Local Furnishings: Local provides Members use of furnishing in all areas. Local furnishing provided are the sole property of Local. Local Furnishings may never be removed from the Premises by any Member(s) and/or its guest(s). Further, if and when required, Local furnishings may only be moved upon approval of Local staff. Any damage to Local furnishings by Member and/or its guest(s) is the sole responsibility of the Member. Member may be liable for the full replacement cost of any items damaged by Member and/or its guest(s). Any damage to Local furnishings by guest(s) is the sole responsibility of the Member. Local does not guarantee Local furnishings for any particular purpose or usage.

c. Member’s Furnishing and Belongings: Members are encouraged to bring furnishings and belongings if they reserve an office space. Member’s furnishing and belongings must be left within reserved space only. Local is not responsible in any way for Member’s furnishings or belongings. Members should safeguard their furnishings and belongings.

d. Meeting Rooms: Subject to availability and credit hours, Members are entitled to use meeting rooms during regular business hours on regular business days. Prior arrangement must be made with Local’s staff for usage of meeting rooms. Members are entitled to the credit hour for usage of meeting room per month specified in the Membership Details form or can be purchased whenever required. Credit hours can be used in any of our meeting rooms that are available. Additional reserved time past the included credit hours is billed at current prevailing rate available on the member portal or as made available by Local’s executive/staff. Meeting rooms hours are only valid for the month in which they are allocated. No month to month rollovers (carry forward) or pre-usage of future hours are allowed.

e. Card Key Access and Locker Keys: All keys and card keys are the property of Local and should never be duplicated for any reason. Member may not lend, share or transfer any keys or card keys to any third party. A lost card fee of $100 will be charged for any lost door or card key.

f. Hot Desks: The Hot Desks are bookable by Members under a membership listed on the Membership Details form. The Hot Desk and all the resources of a desk as designed by Local will be usable in the Premises by the Member to whom the Hot Desk is allowed under the membership term.

g. Guests: Local allows guests (visitors) for all Members. No non-member Guests are allowed to enter the working space unless accompanied by the Local’s staff. Members are required to have all visitors/guests check in with the front desk prior to usage of the space.

h. Mail and Shipment Receiving: Local will accept mail and deliveries on behalf of Member during regular business hours on our regular business days. Local staff will receive letters, sign for packages, and deliver at the desk or cabin office space unless otherwise instructed. Local will keep the Member’s mail until the Member is able to pick it up. Following any membership cancellation, all mail will be returned to sender after one week. All mail, packages, or deliveries of any kind received for non-members, day members, half time members or expired members will be returned to sender.

i. Facility Maintenance: Regular maintenance of the Premises will be provided by Local. Local premises will be professionally cleaned regularly and as needed. Local will provide air-conditioning in the office space during regular business hours on regular business days. Any maintenance resulting from damage, misuse or mistreatment by a Member will be billed to that Member in their next monthly membership bill at up to the actual cost or may be deducted from the security deposit as provided by the Member.

j. Facility Security: Local provides all monthly Members with card key access during business hours. Card key access is available at the main entrance only. All exterior doors are to remain closed at all times until expressly opened by Local staff. The Premises may be equipped with security cameras throughout the space. For security reasons, Local may regularly record via video certain areas in the Premises. Members should safeguard Local property. Further, Members will be liable for replacement fees should any such property be lost, stolen or destroyed and such replacement fees will be billed to that Member in their next monthly membership bill at up to the actual cost.

k. Enterprise Internet Connection with Wi-Fi: Members are entitled to unlimited access and use the internet connection with Wi-Fi. The wired and wireless networks are shared infrastructure. Any network abuse may result in reduction in Member bandwidth. Further, repeated abuse may result in termination of your Local Membership. Local does not make any warranties or guarantees about security and its the Member’s responsibility to secure their own personal machine with intrusion detection/prevention software (firewall) and antimalware clients.

l. Printing and Photocopying: Paper Credits are allocated to the members on a monthly basis subject to prices. Printing prices are per page based on the printer being used: B&W Printer is $0.10 per page and Color Printer is $.025 per page. Further, printing B&W on the color printer incurs the color printer charge. Further the print allocation is not rolled over from month to month.

m. Staff on site: Local’s staff will be available on-site during regular business hours/days.

n. “Regular Business Hours” are generally from 9:00 a.m. to 6:00 p.m. on Regular Business Days PST, with the exception of days prior to local bank/government holidays, when Regular Business Hours end at approximately 2:00 p.m. “Regular Business Days” are all weekdays, except local bank/government holidays and up to three other days of which we will inform you.

o. Our Reserved Rights. We are entitled to access your Office Space, with or without notice, in connection with our provision of the Services, for safety or emergency purposes or for any other purposes. We may temporarily move furniture contained in your Office Space. We reserve the right to alter your Office Space, provided that we will not do so in a manner that substantially decreases the square footage of your assigned Office Space or related amenities. We may also modify or reduce the list of Services or furnishings provided for your Office Space at any time. The Services may be provided by us, an affiliate or a third party.

p. Office Space Not Timely Available. If we are unable to make the Office Space available by the Commencement Date for any reason, including due to (i) changes in construction plans, delays in obtaining permits, or any other obstacles in procuring space in any Premises, or (ii) delays caused by you or by changes requested by you, we will not be subject to any liability related to such inability, nor will such failure affect the validity of this Agreement. In this event, except as set forth in this Agreement, you will not be obligated to make payments of the Membership Fee until the Office Space is made available to you.

You agree that when participating in or using the Services, you will not:

a. Defame, abuse, harass, stalk, threaten or otherwise violate the legal rights (such as rights of privacy and publicity) of others;

b. Harvest or otherwise collect information about others, including email addresses, without the authorization or consent of the disclosing party;

c. 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;

d. 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 right of any party;

e. 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;

f. Download any file(s) that you know, or reasonably should know, cannot be legally reproduced, displayed, performed, and/or distributed in such manner;

g. Use the Services in connection with contests, pyramid schemes, chain letters, junk email, spamming or any duplicative or unsolicited message (commercial or otherwise);

h. Restrict or inhibit any other user from using and enjoying the Services;

i. Publish, post, upload, distribute or disseminate any inappropriate, profane, defamatory, obscene, indecent or unlawful topic, name, material or information on or through Local;

j. Violate any applicable laws or regulations; and

k. Create a false identity for the purpose of misleading others.

3. MONTHLY FEES, SERVICES’ FEES AND PAYMENTS

a. Types of Membership: Local Membership can come in many forms from single day passes to multi-month offices. Contact Local for additional details.

b. Monthly Fees: The Membership Fee, per month, shall be payable monthly in advance, on or before the first day of each and every month, to Local.

c. Standard Services: Standard recurring services requested by the Member are payable monthly in advance. Unless otherwise agreed in writing, these recurring services will be provided at the specified rates for the duration of this Agreement (including any renewal), as mentioned in the Membership Details form. The Member must provide one months’ notice to Local in writing to terminate such standard recurring services.

d. Additional Variable Services: Local may provide additional Services directly or through a business affiliate. Such services will be billed in arrears at the end of the month, as per usage, and are due within seven (7) days from the date of the invoice. Fees for such Services, plus applicable taxes, will be applicable in accordance with Local published rates which may change from time to time. Local reserves the right to deduct the amount of such fees from the security deposit, in case of non-payment by the Member.

e. Payment Contact and Account Changes: Member shall promptly notify Local of any change to Member’s contact and payment information.

f. Commitment Fees: Upon submitting a signed and completed Agreement, Member may be obligated to pay a non-refundable commitment fees to hold certain Memberships prior to their start day, each in the amount indicated on the Membership Details form. Without commitment fees, spaces assigned Memberships with future commencement dates cannot be guaranteed. Your commitment fee is your guarantee to hold a space.

g. Security Deposits: On the Commencement Date, any pre-paid commitment fee will be applied to security deposits due, if any. Security deposit details would depend upon the Local Membership type as mentioned in the Membership Details form. The security deposit is not intended to be a reserve from which fees may be paid. In the event Member owes Local other fees, they will not be deducted from the security deposit, but must pay them separately. Upon termination of the Local Membership, the security deposit may be applied to repairs resulting from any damage caused by Member or any amounts due in case of non-payment by the Member. Any balance remaining on the security deposit will be returned to Member within 30 days following the termination of this Agreement, subject to the complete satisfaction of your obligations under this Agreement.

h. Membership Charges: During the term of this Agreement, Local will process payment for your Membership fee and other outstanding fees, in advance.

i. Billing Schedule: All Local Membership invoices will be generated ten (10) days before the end of the month for the next month’s services and delivered or mailed to the Member on the registered e-mail provided by the Member. Member should review all charges upon receipt. Local will charge or debit Member’s accounts five (5) days post the invoice issue date, for all charges due for the next month and any overages from the previous month. All payments must be received in full no later than due date which will be the last day of the invoice issue month. Accounts are considered past due if payment has not been received by end of day of the due date.

j. Overage Fees: Local Membership entitles Members to a certain number of pre-paid Services (conference room, printing) as specified on the Membership Details form. Members exceeding allocated amounts will be responsible for paying fees for such overages.

k. Past Due Payments/Late Payment: Should payment not be received in full after processing till the due date, Local reserves the right to release to other Members any spaces that have been allocated at the time of current membership expiration and /or deduct the same from the security deposit as provided by the Member.

l. Insufficient Funds Fees: Should Members payment be returned for insufficient funds or invalid credit card information; a charge will be added to the current bill in the amount of $25.

m. Outstanding Fees: Local may withhold services or terminate this Agreement if any outstanding fees are due beyond the due date including but not limited to building and network access. When Local receives funds from you, Local 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 funds received will be applied to current fees due.

n. Changes to Fees: Membership fees shall not change during the term of this Agreement. Other service fees are subject to increase from time to time. Local will notify Members at least thirty days prior to fee increases for any such services.

o. Refunds: Local Membership fees are not refundable once payment is processed. Refunds may be issued for security deposits when there are no services or maintenance that would apply to the deposit and no additional outstanding fees. Refunds may also be issued when billing errors occur.

p. Notice of changes: Local will provide notice to Members of any changes to services, fees, or other updates on the email addresses provided. It is your responsibility to read such emails and keep your e-mail address updated with Local.

4. TERM AND TERMINATION

a. Term. This Agreement will be effective when signed by both parties (“Effective Date”); provided that we have no obligations to provide you with the Services until the later of (1) the date on which payment of your security deposit and month’s Membership Fee has cleared or (ii) the Commencement Date. If the Commencement Date is a Regular Business Day, you will be entitled to move into the Office Space after 11 A.M. (in the Office Space’s time zone) on the Commencement Date. If the Commencement Date is not a Regular Business Day, you will be entitled to move into the Office Space after 11 A.M. (in the Office Space’s time zone) on the first Regular Business Day after the Commencement Date. Unless otherwise set forth on the Membership Details form, following the Original Term, this Agreement shall continue on a month-to-month basis (any term after the Commitment Term, a “Renewal Term”). The Original Term and all subsequent Renewal Terms shall constitute the “Term”. If no Original Term is indicated on your Membership Details form, the default Original Term shall commence on the Commencement Date and end one (1) month after the Commencement Date. This Agreement will continue until terminated in accordance with this Agreement.

b. Cancellation Prior to Commencement Date by You. You may cancel this Agreement prior to the Commencement Date upon delivery of notice to us. If you terminate more than one (1) full calendar month prior to your Commencement 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 security deposit. If you terminate within one (1) full calendar month prior to your Commencement Date, you will not receive any refund of your Set-Up Fee or security deposit.

c. Termination After the Commencement Date by You; Changes in Office Space. Except as set forth in this section or the Membership Details form, you may terminate this Agreement by delivering to us written notice (“Exit Form”) at least one (1) full calendar month prior to the month in which you intend to terminate this Agreement (“Termination Effective Month”). The termination will become effective on the last Regular Business Day of the Termination Effective Month; provided that this Agreement is not terminable during the Term. During the Term, if you deliver an Exit Form to Local at least one (1) full calendar month before the end of the Term, you may terminate the Agreement as early as the last Regular Business Day of the Term. Any Exit Form delivered to Local during the Term but less than one (1) full calendar month before the end of the Term shall become effective in accordance with the rest of this Section. If you vacate your Office Space before the last Regular Business Day of a given month, you will still owe us the full Membership Fee for the month. On the last Regular Business Day of the month, you must vacate the Office Space no later than 4:00 p.m.

d. Termination After the Commencement Date by Local. We may withhold Services or immediately terminate this Agreement: (i) upon breach of this Agreement by you or any Member; (ii) upon termination, expiration or material loss of our rights in the Premises; (iii) if any outstanding fees are still due after we provide notice to you; (iv) if you or any of your Members fail to comply with the terms and conditions of this Agreement, or any other policies or instructions provided by us; or (v) at any other time, when we, in our reasonable discretion, see fit to do so. You will remain liable for past due amounts, and we may exercise our rights to collect due payment, despite termination or expiration of this Agreement.

e. Early Termination Fee: For Members who have negotiated terms based on agreements longer than a single month, Local reserves the right to charge Member an early termination fee of one month’s full Membership Fee.

f. Removal of Property Upon Termination. Prior to the termination or expiration of this Agreement, you will remove all of your, your Members’, and your or their guests’ property from the Office Space and Premises. After providing you with reasonable notice, we will be entitled to dispose of any property remaining in or on the Office Space or Premises after the termination or expiration of this Agreement and will not have any obligation to store such property, and you waive any claims or demands regarding such property or our handling of such property. You will be responsible for paying any fees reasonably incurred by us regarding such removal. Following the termination or expiration of this Agreement, we will not forward or hold mail or other packages delivered to us.

5. RULES AND REGULATIONS

In addition to any rules, policies and/or procedures that are specific to your Main Premises:

a. You acknowledge and agree that:

• Local will provide notice to Member of any changes to services, fees, or other updates by emailing the email addresses provided by Member. It is Member’s responsibility to read such emails and to ensure Member’s employees are aware of any changes, even if Local notifies such individuals directly;
• Local may disclose information about Member or Member’s employees as necessary to satisfy any applicable law, rule, regulation, legal process or government request or as Local otherwise deem reasonably necessary for the protection of Local or other members;
• Member and Member’s employees will abide by other rules and regulations as determined by Local and communicated to Member, including by email. Local may add, delete or amend the rules and regulations at Local’s reasonable discretion and with notice to Member, provided that neither the enforcement of such rules nor the additions, deletions or amendments of such rules shall be discriminatory – that is, such rules or additions will similarly apply to all other Members with Office Space in the Premises receiving similar service;
• Member shall be solely and fully responsible for ensuring that no alcohol is consumed by any of your employees who are younger than the legal age for consuming alcohol in the applicable jurisdiction;
• Member will provide Local with reasonable notice of and complete all required paperwork prior to hosting any event at the Premises;
• Member may not make any alterations and/or installations of additional design elements and furniture in the Office Space without prior consultation and approval by Local. In the event that any alterations and/or installations are made, Member shall also be responsible for the full cost and expense of the removal of any such items and any restoration necessitated by any such alterations. To the extent that Local incurs any costs in connection with such alteration, installation or removal which are not otherwise paid by you we shall deduct such costs from the security deposit. Prior to any such alteration, installation or removal Member shall coordinate with the Local community manager at the Premises to discuss the appropriate time, manner and means for Local’s facilities team to perform such alteration, installation or removal, at no time shall Member or any of your employees perform any alteration, installation or removal yourself;Members have no expectation of privacy or security with respect to Local’s Internet connection, networks, telecommunications systems or information processing systems (including any stored computer files, email messages and voice messages), and Members activity and any files or messages on or using any of those systems may be monitored at any time without notice, including for security reasons and to ensure compliance with Local’s policies, regardless of whether such activity occurs on equipment owned by Member or Local. To use Local’s wireless network you must agree to our Wireless Network Terms of Service;
• Members’ computers, tablets, mobile devices and other electronic equipment must be (i) kept up-to-date with the latest software updates provided by the software vendor and (ii) kept clean of any malware, viruses, spyware, worms, Trojans, or anything that is designed to perform malicious, hostile and/or intrusive operations. Local reserves the right to remove any device from our networks that poses a threat to our networks or users until the threat is remediated; and
• Member grant Local permission to use your name, trademark and/or logo to identify you as a Member of Local, alongside those of other Members, on a public-facing “Membership” display on our website. Member acknowledges that we may, from time to time, use your name, trademark and/or logo incidentally and/or in passing in connection with promotion of our and our partners’ businesses, products and services during and after the Term. To the extent (i) any such use is objectionable to you, (ii) you notify us of your objections in writing and (iii) provided that we work promptly and in good faith to remove or minimize to the extent reasonably possible under the circumstances the effect of the objected-to conduct, you hereby waive any claims or damages against us relating to such use.

b. No Member will:

• perform any activity that is reasonably likely to be disruptive or dangerous to Local or any other Member, or their employees, guests or property, including without limitation the Office Space or the Premises;
• use the Services to conduct or pursue any illegal activities;
• use the Services to conduct any activity that is generally regarded as offensive;
• attach or affix any items to the walls or make any other alterations to the Office Space, or install antennas or telecommunication lines or devices in the Office Space or the Premises or bring any additional furniture into the Office Space or the Premises, in each case without our prior written consent;
• misrepresent himself or herself to the Local community;
• take, copy or use any information or intellectual property belonging to other Member or guests, including without limitation 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;
• take, copy or use for any purpose the name “Local” or any of our other business names, trademarks, service marks, logos, trade dress, 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, without our prior consent, and this provision will survive termination of this Agreement;
• use the Office Space in a “retail,” “medical,” or other nature involving frequent visits by members of the public;
• make any copies of any keys, keycards or other means of entry to the Office Space or the Premises or lend, share or transfer any keys or keycards to any third party, unless authorized by us in advance;
• install any locks to access the Office Space or anywhere within the Premises, unless authorized by us in advance; or
• allow any guest(s) to enter the building without registering such guest(s) and performing any additional required steps according to our policies.
• You are responsible for ensuring your Members comply with all House Rules.

6. ADDITIONAL AGREEMENTS

a. Technology Release. 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. In addition, from time to time, at a Member’s request, Local or an affiliate, or Local or their agent or service provider, may help troubleshoot problems a Member may have in trying to access certain functionalities, such as printing or accessing the Internet. Regarding the foregoing, Member agrees that Local and our affiliates:

• are not responsible for any damage to any Member’s computer, tablet, mobile device or other electronic equipment, or otherwise to Member’s system, related to such technical support or downloading and installation of any software;
• do not assume any liability or warranty in the event that any manufacturer warranties are voided; and
• do not offer any verbal or written warranty, either expressed or implied, regarding the success of any technical support.

b. Waiver of Claims. To the extent permitted by law, Member, on Member’s own behalf and on behalf of your 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 “Local Parties”) resulting from injury or damage to, or destruction, theft, or loss of, any property, person or pet.

c. Limitation of Liability. The aggregate monetary liability of Local or any of its affiliates (“Local Parties”) to Member or your 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 Local 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. Member acknowledges and agrees that Member may not commence any action or proceeding against any of the Local 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, Member acknowledges and agrees that you shall not commence any action or proceeding against any of the Local Parties other than the Local 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.

d. Indemnification. Member will indemnify the Local 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 Member or your or their guests, invitees or pets or any of your or their actions or omissions. Member is responsible for the actions of and all damages caused by all persons and pets that Member or your or their guests invite to enter any of the Premises. Member shall not make any settlement that requires a materially adverse act or admission by us or imposes any obligation upon any of the Local Parties without our written consent. None of the Local Parties shall be liable for any settlement made without its prior written consent.

e. Insurance. Member is 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 Members for property loss and damage, injury to your employees, guests or pets 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. Member will ensure that Local and the landlord of the applicable Premises shall each be named as additional insureds on any such policies of insurance and that Member waives any rights of subrogation Member may have against Local and the landlord of the applicable premises. Member shall provide proof of insurance upon our request.

f. Pets. If the Office Space is in Premises designated by us to be one in which pets are permitted, and if any Member plans on regularly bringing a pet into the Office Space or otherwise into the Premises, Local may require this Member to produce proof of vaccination for such pet in a form satisfactory to Local. All pets should remain inside the Office Space unless accompanied by a Member. If any of your employees brings a pet into the Premises, you will be responsible for any injury or damage caused by this pet to other members or guests or other occupants of the Premises or to the property of (i) Local or any employees, members or guests or (ii) the owner(s) or other occupants of the Premises. None of the Local Parties will be responsible for any injury to such pets. We reserve the right to restrict any Member’s right to bring a pet into the Premises in our sole discretion.

g. Other Members. Local does not control and is not responsible for the actions of other Members or any other third parties. If a dispute arises between Members or their invitees or guests, Local shall have no responsibility or obligation to participate, mediate or indemnify any party.

7. CONFIDENTIAL INFORMATION

a. Member acknowledges and agrees that during your participation in and use of the Services Member may be exposed to Confidential Information. “Confidential Information” shall mean all information, in whole or in part, that is disclosed by Local, or any participant or user of the Services or any employee, affiliate, or agent thereof, that is nonpublic, confidential or proprietary in nature.

b. 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 Local, any analyses, compilations, studies or other documents prepared by Local or otherwise derived in any manner from the Confidential Information and any information that Member is obligated to keep confidential or know or has reason to know should be treated as confidential.

c. Member’s participation in and/or use of the Services obligates Member to

• maintain all Confidential Information in strict confidence;
• not to disclose Confidential Information to any third parties;
• not to use the Confidential Information in any way directly or indirectly detrimental to Local, or any participant or user of the Services.

d. All Confidential Information remains the sole and exclusive property of Local or the respective disclosing party. Member acknowledges and agrees that nothing in this Agreement or your Member’s 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 Local, or any participant or user of the Services.

8. ARBITRATION AND CLASS ACTION WAIVER

a. Governing Law. This Agreement and the transactions contemplated hereby shall be governed by and construed under the law of the State of California.

b. Venue. Except that either party may seek equitable or similar relief from any court of competent jurisdiction, any dispute, controversy or claim arising out of or in relation to this Agreement, or at law, or the breach, termination or invalidity of this Agreement, that cannot be settled amicably by agreement of the parties to this Agreement shall be finally settled in accordance with the arbitration rules of JAMS then in force, by one or more arbitrators appointed in accordance with said rules. The place of arbitration shall be Los Angeles, California.

c. Proceedings; Judgment. The proceedings shall be confidential and in English. The award rendered shall be final and binding on both parties. Judgment on the award may be entered in any court of competent jurisdiction. 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. This Agreement shall be interpreted and construed in the English language, which is the language of the official text of this Agreement.

d. Class Action Waiver. Any proceeding to resolve or litigate any dispute in any forum will be conducted solely on an individual basis. Neither you nor we will seek to have any dispute heard as a class action or in any other proceeding in which either party acts or proposes to act in a representative capacity. No proceeding will be combined with another without the prior written consent of all parties to all affected proceedings. You and we also agree not to participate in claims brought in a private attorney general or representative capacity, or any consolidated claims involving another person’s account, if we are a party to the proceeding. YOU ARE GIVING UP YOUR RIGHT TO PARTICIPATE AS A CLASS REPRESENTATIVE OR CLASS MEMBER ON ANY CLASS CLAIM YOU MAY HAVE AGAINST US INCLUDING ANY RIGHT TO CLASS ARBITRATION OR ANY CONSOLIDATION OF INDIVIDUAL ARBITRATIONS.

9. MISCELLANEOUS

a. Disclaimer of Warranties. To the maximum extent permitted by applicable law, Local provides the services “as is” and with all faults, and hereby disclaim with respect to the services all warranties and conditions, whether express, implied or statutory, including, but not limited to, any (if 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 and lack of negligence. Also, there is no warranty, duty or condition of title, quiet enjoyment, quiet possession, correspondence to description or non-infringement. The entire risk as to the quality, or arising out of participation in or the use of the services, remains with you.

b. Nature of the Agreement; Relationship of the Parties. Your agreement with us is the commercial equivalent of an agreement for accommodation in a hotel. The whole of the Office Space remains our property and in our possession and control. We are giving you the right to share with us the use of the Office 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 Member any title, easement, lien, possession or related rights in our business, the Premises, the Office Space or anything contained in or on the Premises or Office Space. This Agreement creates no tenancy interest, leasehold estate, 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.

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. 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. However, the foregoing does not imply any sublease or other similar relationship involving an interest in real property.

e. Extraordinary Events. Local 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 Local’s reasonable control, including without limitation (i) any delays or changes in construction of, or Local’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. Notices. Any and all notices under this Agreement will 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 Membership Details form, except as otherwise provided in this Agreement. Local may send notices to either (or both) the Primary Member or the Authorized Signatory, as Local determines in its reasonable discretion. Notices related to the physical Office Space, Premises, Members, other Member Companies or other issues in the Premises should be sent by the Primary Member. Notices related to this Agreement or the business relationship between you and Local should be sent by your Authorized Signatory. In the event that we receive multiple notices from different individuals within your company containing inconsistent instructions, the Authorized Signatory’s notice will control unless we decide otherwise in our reasonable discretion.

h. 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.

i. 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.

j. OFAC. You hereby represent and warrant that (i) neither you nor any of your employees are or will be, at any time during the Term, an entity or individual listed on the Specially Designated Nationals and Blocked Persons List published by the U.S. Department of Treasury, as updated from time to time and (ii) neither you nor any of your Members will, at any time during the Term, engage in any activity under this Agreement, including the use of Services provided by Local in connection with this Agreement, that violates applicable U.S. economic sanctions laws or causes Local to be in violation of such U.S. economic sanctions laws.

k. 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 the Local 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.

l. Entire Agreement. This Agreement, including the Membership Details form, 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.