TERMS & CONDITIONS 1. Terms Please READ carefully. These TERMS AND CONDITIONS (these “Terms”) govern the provision of content, functionality, programs, products, access to coworking spaces, and/or services provided as part of the Aught Insider membership (“Insider Membership”) by Aught, LLC (the “Company”). By purchasing the Insider Membership, you agree to be bound by these Terms. These Terms expressly include the Services outlined in Exhibit A and the Operating Standards included in Exhibit B as same may be modified and communicated to you from time to time in the sole discretion of Company. Please read these Terms carefully before purchasing an Insider Membership and print off a copy for your records. IF YOU DO NOT AGREE WITH THESE TERMS, DO NOT PURCHASE THE INSIDER MEMBERSHIP. Information and materials accessed by you via the Insider Membership are protected by applicable copyright and trademark law. YOU SHOULD BE AT LEAST 18 YEARS OF AGE TO ACCESS THE INSIDER MEMBERSHIP. By purchasing the Insider Membership, you represent and warrant that you are of legal age to form a binding contracting with the Company and meet all of the foregoing eligibility requirements. 2. Insider Membership Company shall provide the Insider Membership benefits then posted at https://www.aughtentrepreneurs.com/overview (“Benefits”) for the period and location you have purchased subject to these Terms and the provisions of the Aught Coworking Handbook (“Handbook”) as same may be posted on the Aught website, posted in any physical location made available to you as part of the Benefits, or otherwise communicated to you by Company. Company reserves the right to modify or remove any of the Benefits described on its website without notice. From time to time, Company may offer bonuses to individuals who sign up for the Insider Membership. You shall be entitled to any bonuses offered to you at the time of your purchase. Bonuses are not guaranteed to be available for the entire lifespan of the Insider Membership and they may vary depending on specific live, written, or automated promotions throughout the year. Company shall provide the Benefits with reasonable care and skill. 3. Coworking Space As a Benefit of the Insider Membership, you may be granted access to workspace(s) run by Company (the “Coworking Space”). Your access to the Coworking Space is subject to availability at the location and during the period for which you have purchased the Insider Membership. 4. Use Your “Use” means each and every instance of: (a) access to or use of any of the Benefits; (b) entering of and being physically present in the Coworking Space for any duration of time; (c) participating in classes, workshops and or other events in the Coworking Space or hosted by the Company in any off-site location for any duration of time; (d) using any facilities, rooms, desks, equipment, or materials in the Coworking Space for any duration of time; and (e) the licensing, sublease, rental or use of, or any portion of, the Coworking Space for any duration of time. Company does not guarantee that you will obtain a specific result from your Insider Membership. 5. Purchasing In order to purchase an Insider Membership, you must provide the requested information and pay the specified amount. You will be required to register an account with Company on its website or online commerce provider. You are responsible for any costs associated with your use of any Insider Membership. Any amounts owed by you must be paid in full before Use. Company reserves the right, in its sole and absolute discretion, to refuse to accept any offer to purchase any Insider Membership. In such circumstance, no contract will arise and we will return any payment accompanying your purchase offer. If payments are not made on time, you agree to pay interest on all past-due sums at a rate of 1.5% per month or the highest rate allowed by law, whichever is greater. Once accepted by Company, your purchase is non-refundable. 6. Release With full awareness and appreciation of the risks involved, and in consideration of the Use granted herein, you, for yourself and on behalf of your family, spouse, estate, heirs, executors, administrators, assigns, and personal representatives, hereby voluntarily forever release, waive, discharge, and covenant not to sue Aught, LLC, or any fee simple owners or lessors of real property on which a Coworking Space is located, or their owners, board members, partners, officers, agents, servants, independent contractors, affiliates, employees, instructors, staff, successors, and assigns (collectively, the “Released Parties”) from any and all liability, claims, demands, actions, and causes of action whatsoever, directly or indirectly arising out of or related to any loss, damage, or injury, including death, that may be sustained by you, or any of the property belonging to you, whether caused by the negligence of the Released Parties, any third-party using the Coworking Space or Benefits, or otherwise during or arising from your Use. 7. Indemnification As such, you agree to indemnify, defend, and hold harmless the Released Parties from and against any and all costs, expenses, damages, claims, lawsuits, judgments, losses, and/or liabilities (including attorney fees) arising either directly or indirectly from or related to any and all claims made by or against any of the Released Parties due to bodily injury, death, property damage, loss of use, monetary loss, or any other injury from or related to your Use, whether caused by the negligence of the Released Parties or otherwise. 8. Confidentiality (a) You acknowledge and agree that during or as a result of your Use you may be exposed to Confidential Information. “Confidential Information” shall mean all information, in whole or in part, that is disclosed by Company, or any user of the Coworking Space or Benefits or any employee, affiliate, or agent thereof, that 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, services, business affairs, any knowledge gained through examination or observation of or access to the facilities, computer systems and/or books and records of Company or any user of the Coworking Space or Benefits, any analyses, compilations, studies or other documents prepared by Company 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 Use obligates you: (i) to maintain all Confidential Information in strict confidence; (ii) not to disclose Confidential Information to any third parties; (iii) not to use the Confidential Information in any way directly or indirectly detrimental to Company or any user of the Coworking Space. (c) All Confidential Information remains the sole and exclusive property of Company or the respective disclosing party. You acknowledge and agree that nothing in these Terms or your Use 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 Company, or any user of the Coworking Space. 9. Additional Conditions of Use (a) You agree that you are personally responsible for your safety and actions during your Use. You agree your Use will be in a safe manner and in accordance with these Terms, the provisions of the Handbook, applicable law and regulations, and any other instructions provided by Company. (b) You agree to comply with all provisions of the Handbook, including but not limited to, all policies, guidelines, signage, and instructions related to health and safety, and specifically including, but not limited to, any potential policy requiring mask face coverings. Company may update, amend, delete or change any provision of the Handbook in Company’s sole discretion upon written or verbal notice to you. (c) You agree that you will be responsible for any applicable fees for your Use, and for any and all damage, loss, or clean-up of same caused by you. (d) You hereby grant to Company, full and unrestricted publishing and use rights for any photographs taken by the Company, and/or its owners, or staff, of yourself, your likeness, your guests, their likeness, materials, products, and/or other items during your Use. You hereby release, discharge, and agree to hold harmless Company from any liability by virtue of any blurring, distortion, alternations, optical illusion, or use in composite form, whether intentional or otherwise, that may occur or be produced in the taking of said photograph or any subsequent process thereof in any medium, as well as any publication thereof, including but without limitation, claims for libel or invasion of privacy. (e) You agree that if you violate any of these Terms, the Handbook, or any other covenant between you and Company, in Company’s sole discretion, Company shall have the right to immediately terminate your Use without refund and you will quit said Use immediately upon request. 10. Non-Disparagement The parties agree and accept that the only venue for resolving a dispute shall be in the venue set forth herein below. The parties agree that they neither will engage in any conduct or communications with a third party, public or private, designed to disparage the other. Neither you nor any of your associates, employees or affiliates will directly or indirectly, in any capacity or manner, make, express, transmit, speak, write, verbalize or otherwise communicate in any way (or cause, further, assist, solicit, encourage, support or participate in any of the foregoing), any remark, comment, message, information, declaration, communication or other statement of any kind, whether verbal, in writing, electronically transferred or otherwise, that might reasonably be construed to be derogatory or critical of, or negative toward, Company or any of its programs, members, owners, directors, officers, affiliates, subsidiaries, employees, agents or representatives 11. Assignment Any services provided by Company under these Terms are personal to you and cannot be transferred or assigned to any other person. Company shall be entitled to assign this agreement to any other company without prior notice to you. 12. Force Majeure Company shall not be liable or responsible to you, nor be deemed to have breached the these Terms, for any failure or delay in fulfilling or performing any of these Terms when and to the extent such failure or delay is caused by or results from acts or circumstances beyond the reasonable control of Company, including Acts of God, fire, floods, war, sabotage, accidents, pandemics, labor disputes or shortage, governmental laws, ordinances, rules and regulations whether valid or invalid, inability to obtain material, equipment or transportation, or any other event that makes the performance commercially impractical. Force majeure shall not relieve you of your obligation to pay any amounts due hereunder. 13. Notices Company may be contacted at: Aught, LLC 14. Modifications Company may revise these Terms or the Handbook at any time without notice. By purchasing or using the Insider Membership, you are agreeing to be bound by the then current version of these Terms. 15. Governing Law These terms and conditions are governed by and construed in accordance with the laws of Tennessee and you irrevocably submit to the exclusive jurisdiction of any court of competent jurisdiction in and for Knox County, Tennessee and agree that a final judgment in any action or proceeding is conclusive and may be enforced by suit or in any other manner provided by law or in equity. 16. Termination The Company reserves the right, in its sole discretion, to terminate your Insider Membership, access to the Benefits and the related services or any portion thereof at any time, if you become disruptive to the Company or other users or participants, if you fail to follow the Handbook guidelines, or if you otherwise violate these Terms. You shall not be entitled to a refund of any portion of the fees and shall not be excused from any remaining payments under a payment plan in the event of such termination. 17. General These Terms forth the entire agreement and understanding between you and Company relating to its subject matter and merges all prior discussions, oral or otherwise. If any of the provisions hereof are found to be unenforceable, the remainder shall be enforced as fully as possible and the unenforceable provision(s) shall be deemed modified to the limited extent required to permit enforcement of these Terms as a whole. Company shall not be deemed hereby to have waived any rights or remedies it may have in law or equity, nor to have given any authorizations or waived any of its rights under these Terms, unless, and only to the extent, it does so by a specific writing signed by a duly authorized officer of Company. EXHIBIT A “SERVICES” As an “Aught Insider” you will be provided with the following Services during your day pass(es): 59” x 29” desk + office chair WiFi; Hardwire if required Electricity and water Bathroom, stocked with supplies Kitchen with single cup coffee maker, microwave and small refrigerator, bottled water and limited snacks. Disposable dishes at the discretion of Company. Black and white printer. Conference room, available on a first come, first serve basis using shared calendar at a rate of $25/hour Shredder General office supplies to include pens, sharpies, post it notes, stapler, staplers, hole punch and paper clips. Invitation to all of Company’s Information and Productivity Events: reservations are required and space is limited based on seating availability. Not Included (you are responsible for the following at your sole cost and expense): Computer Cell phone Faxing Photocopies Business Insurance(s) VPN/Cyber Security EXHIBIT B “OPERATING STANDARDS” The noise level will be kept to a level so as not to unreasonably interfere with or annoy other users. Please use the conference room for phone calls as necessary. You may not conduct any activity within the Coworking Space which in the sole judgment of the Company will create excessive traffic or is inappropriate to the “Coworking” environment. You shall keep your work area(s), and any other areas of the Coworking Space used by you, in a neat and tidy condition. You may not store dishes in the building as there is no dishwasher. You will not use the Services or Coworking Space in any manner that could damage, disable, overburden, or impair any of the Services or Coworking Space. No advertisement, identifying signs or other notices shall be inscribed, painted or affixed on any part of the Coworking Space. Immediately following your use of conference room space and/or visual equipment, you shall clean up and return the space and equipment to the state and condition it was in prior to your use. If not, Company may charge you for any other expenses required to restore the conference space and/or equipment to its original condition. You and your guests may bring no animals into the Coworking Space except for those assisting disabled individuals. You shall not smoke nor allow smoking in any area of the Coworking Space or grounds. You shall cooperate and be courteous with all occupants of the Coworking Space and Company’s staff and personnel. Company reserves the right to make such other reasonable rules and regulations as in its judgment may from time to time be needed for the safety, care, appropriate operation, and cleanliness of the Coworking Space.