Legal Agreement: Terms of Service

The Fort Co-Working Membership Terms and Conditions The co-working space and resources that Mammoth Mountain Ski Area, LLC, d/b/a The Fort (“The Fort”) provide to you in connection with your membership are subject to the following Terms and Conditions (“T&C”). The T&C are subject to change, upon notice and on a going-forward basis, as further described down below. These T&C, together with your membership application and related registration materials, are sometimes collectively referred to below as the “Agreement”. PLEASE NOTE: MONTHLY AND ANNUAL MEMBERSHIPS AUTOMATICALLY RENEW UNLESS AND UNTIL TERMINATED IN ACCORDANCE WITH THE “TERMINATION” SECTION DOWN BELOW. Membership Overview The Fort offers Services (defined below) to its registered members. There are various membership commitment levels, including daily, weekly, monthly and annual. Subject to your compliance with the Agreement (including payment of fees due), The Fort will provide you with access to certain office space, workstations, networks, Internet access, office equipment, conference space, knowledge resources and/or other services and benefits (collectively, "Services"). Provision and use of the Services are governed by this Agreement. Your membership does not create a tenancy but rather a prepaid, non-exclusive license to use the Services during your membership period. The Fort reserves the right to add, remove and modify the Services offered at any time and for any reason; however, that if we materially reduce your membership benefits and you timely notify us of your concerns, we will work with you to issue a partial credit or refund. Authority to Agree You represent and warrant that (a) you have all requisite legal power and authority to enter into and abide by this Agreement, and no further authorization or approval is necessary; (b) your 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; and (c) you are of legal age to enter into a binding legal agreement with The Fort or, if you are a minor, your parent or legal guardian has read and accepted this Agreement on your behalf. You may not apply for membership if we previously barred you from membership. Prohibited Use You will not use the Services for any purpose that is unlawful or prohibited by these T&C. You may not use the Services in any manner that could foreseeably damage, disable, overburden, or impair any of The Fort’s accounts, computer systems or networks, or interfere with any other party’s use and enjoyment of any Services. For clarity, this Agreement’s restrictions on use of the Services extend to any and all use of The Fort’s networks, accounts, computing equipment and servers. You may not attempt to gain unauthorized access to any Services, whether through hacking, password mining or any other means. You may not attempt to obtain any materials or information through any means not intentionally made available to you through the Services. You further agree that, in using the Services or otherwise in your capacity as a Fort member, you will not: • Use the Services to transmit junk email, spamming, or duplicative or unsolicited communications (commercial or otherwise). • Defame, abuse, harass, stalk, threaten or violate the legal rights (such as rights of privacy and publicity) of others. • Publish, upload, or disseminate any profane, defamatory, obscene, indecent or unlawful content. • Upload, or otherwise make available, file that contain images, photographs, software or other material protected by intellectual property laws, including, by way of example, and not as a limitation, copyright, 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. • 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. • Upload files that contain viruses, Trojan Horses, Worms, time bombs, ransomware, corrupted files, or any other similar software or programs that may damage the operation of another computer or property of another coworker. • Download any file that you know, or reasonably should know, cannot be legally reproduced or displayed. • Restrict or inhibit any other user from using and enjoying the Services. • Violate any code of conduct or other guidelines which may be applicable for any particular Service (including the Building Rules). • Harvest or otherwise collect information about other, including email addresses, without the authorization or consent of the disclosing party. • Violate any applicable laws or regulations. • Create false identity for the purpose of misleading others. Fees and Payment Pricing varies depending on membership level and is set forth in your registration materials. Pricing is subject to change at any time upon advance notice on a going-forward basis. We may also charge you for any variable charges, such as telephony usage, that may have been incurred during your membership. Upfront payment of membership fees is required. Payments are nonrefundable except as otherwise expressly set forth in the Agreement. Pricing does not include taxes. Membership fees due for monthly and annual memberships are charged on a monthly basis unless otherwise agreed in writing. Termination Monthly and annual memberships auto-renew for successive periods equal to your original membership period unless and until terminated. Memberships with IKON Pass benefits are annual membership commitments. You may terminate your membership at any time by giving email notice to the email address down below. However, you remain responsible for and authorize us to charge for any unpaid membership fees due for the remainder of your membership period. The Agreement must be adhered to at all times. Failure to follow the Agreement can result in termination of your membership by The Fort. The Fort reserves the right to terminate any Services at any time, immediately and without notice, if you fail to comply with the Agreement. This includes non-payment. To cancel your membership, please email The Fort reserves the right to terminate your membership at any time and for any lawful reason, such as in connection with a sale of the space or winding-down of operations. We will use good-faith efforts to notify you as soon as possible, and we will issue a refund of all prepaid, unused membership fees. Confidentiality You acknowledge and agree that, in connection with your membership, you may be exposed to Confidential Information. "Confidential Information" means information disclosed by or on behalf of The Fort or any user of the Services that you know or should know is non-public or proprietary in nature. You agree 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 deter mined to The Fort or any participant or user of the Services. All confidential information remains the sole and exclusive property of The Fort or the respective disclosing party. You acknowledge and agree that nothing in this T&C 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 proprietary rights of The Fort or any participant or user of the Services. The Fort reserves the right to disclose any information about you or your use of the Services as The Fort 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 The Fort’s sole discretion. Disclaimer You acknowledge that you are using the Services at your own free will and decision. You acknowledge that The Fort 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. TO THE MAXIMUM EXTENT PERMITTED BY THE APPLICABLE LAW, THE FORT 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: MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, LACK OF VIRUSES, ACCURACY OR COMPLETENESS OF RESPONSES, RESULTS, WORKMANLIKE EFFORT AND LACK OF NEGLIGENCE; THERE IS NO WARRANTY, DUTY OR CONDITION OF TITLE, QUIET ENJOYMENT, QUIET POSSESSION, CORRESPONDENCE TO DESCRIPTION OR NON-INFRINGEMENT; AND YOU ASSUME ALL RISKS AND CONSEQUENCES ARISING OUT OF YOUR USE OF THE SERVICES UNLESS WE WERE ACTIVELY AND GROSSLY NEGLIGENT. Exclusion of Certain Damages TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL THE FORT, ITS AFFILIATES (EXPRESSLY INCLUDING MAMMOTH MOUNTAIN SKI AREA, LLC AND ALTERRA MOUNTAIN COMPANY), THEIR SUCCESSORS AND ASSIGNS, OR ANY OF THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, CONTRACTORS OR REPRESENTATIVES BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, PUNITIVE, CONSEQUENTIAL OR EXEMPLARY DAMAGES WHATSOEVER, OR FOR LOSS OF PROFITS, LOSS OF DATA OR INFORMATION OR BUSINESS INTERRUPTION ARISING OUT OF OR RELATED TO THIS AGREEMENT, EVEN IN THE EVENT OF THE FAULT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, BREACH OF CONTRACT OR BREACH OF WARRANTY OF THE FORT AND EVEN IF THE FORT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. Limitation of Remedies TO THE FULLEST EXTENT PERMITTED BY LAW, YOUR SOLE REMEDY IN CONNECTION WITH ANY CLAIM OR LOSS YOU MAY HAVE IN RELATION TO YOUR MEMBERSHIP SHALL BE A REFUND OF MEMBERSHIP FEES PAID FOR THE THEN-CURRENT MEMBERSHIP PERIOD. Indemnification You release, and hereby agree to indemnify, defend and hold harmless The Fort, its affiliates (expressly including Mammoth Mountain Ski Area, LLC and Alterra Mountain Company), their successors and assigns, and all of their respective directors, officers, employees, agents, contractors and representatives 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 and fraud in connection with the 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 attorney fees and costs incurred by The Fort or its respective officers and agents in connection with the defense of such claim or lawsuit. Insurance The Fort carry Liability and Business Personal Property insurance. You are not required but are strongly encouraged to carry a Renters Insurance policy to cover your own personal property at our premises. Governing Law and Jurisdiction. This Agreement shall be governed by, construed and enforced, in accordance with the laws of the State of California without regard to conflict of law principles. The parties agree that any and all disputes, controversies, or claims of whatever nature arising out of or relating to this Agreement or breach thereof shall be only resolved by a state or federal court in the State of California, and the parties hereby consent to the exclusive jurisdiction of such courts in any action or proceeding arising under or brought to challenge, enforce, or interpret any of the terms of this Agreement. Changes to T&C The Fort reserve the right to update these T&C from time-to-time upon notice to you. If you do not agree to the updates us, you must inform us of your objection within 10 days. If we receive your objection within this 10-day period, we will either (a) rescind the updates as they relate to you, in which case your membership will continue according to the prior T&C version that you accepted, or (b) give you the right to terminate your membership and receive a pro rata refund of any prepaid fees. If we do not receive your objection within the 10-day period, or you affirmatively consent to the updates, you are deemed to have accepted the updates. Severability If any provision of the Agreement is declared void or unenforceable, the parties intend for such provision to be modified and enforced by the adjudicator in a manner that best achieves the parties’ manifest intent, and the remainder of the Agreement shall remain in full force and effect. -------- Version Date: November 2018