Last Updated & Effecttive Date: 2025-12-16

This Terms and Conditions Agreement (the “Agreement”) is entered into by and between the Client and
Running Start, LLC dba Base110 with its principal address as 110 West Vine Street, Suite 300, Lexington,
Kentucky 40507.

1. THE VERBIAGE
 

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

• “Main Premises” means the Premises in which the Office Space, workstations, other workspaces, and/or other services is located, as set forth in the Client Application.

• "Client, Client User” means each person you authorize on your Client User List as being allowed to use your Office Space and receive the Services (defined below) or other benefits of this Agreement.

• "Client Company" means a company, entity, or individual that enters into a Client Agreement with Base110.

• "Milestone Date" as used in this Agreement, means April 1, 2017.

• "Office Space" means the office number and/or workspace location(s) specified in the Client Application.

• "Premises" means a building or a portion of a building in which Base110 offers or plans to offer offices, workstations, other workspaces, and/or other services to Client Companies.

• "Primary Client" means the primary in-Premises Client contact for Base110.

• "Start Date" means the start date effective with payment by Client.

• "Base110, Running Start, LLC dba Base110," "we" or "us" means the entity you are contracting with, which may be amended by Base110 from time to time.

• "You" means the company or other entity.

2. THE CLIENT BENEFITS

(a) Services. Subject to the terms and conditions of this agreement, including any attachments, exhibits, addenda
and any additional or supplemental Client Applications (collectively, the "Agreement") and any other policies we make
available to you from time to time, during the Term defined below, Base110 will use commercially reasonable efforts
to provide you and your Client Users the services described below. These services are referred to in this Agreement
as the "Services."

 

• Non-exclusive access to Office Space.

• Regular maintenance of the Office Space, consistent with the maintenance provided to similar workspaces in the Premises, provided that we will not be responsible for damage exceeding normal wear and tear.

• Furnishings for the Office Space of the quality and in the quantity typically provided to other Base110 Client Companies with similar office space, workstations, and/or other workspace, as applicable, in the Premises.

• Access to and use of the Base110 Client site.

• Access to and use of the shared Internet connection.

• Use of the printers, copiers and/or scanners made publicly available in the Premises.

• Use of the conference rooms in any Base110 Premises during such Premises' Regular Business Hours on Regular Business Days, subject to availability and your prior reservation of such conference rooms.

• Heat and air-conditioning in the Office Space during Regular Business Hours on Regular Business Days.

• Acceptance of mail and deliveries on behalf of your business during Regular Business Hours on Regular Business Days; provided that we are not liable for any mail or packages received without a Base110 employees’ signature indicating acceptance.

(b) Business Hours/Days. “Regular Business Hours” are generally from 8:00 am to 5:00 p.m. on Regular
Business Days in the time zone where the Office Space is located “Regular Business Days” are all weekdays,
except local bank/government holidays and up to four other days of which we will inform you.

(c) 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 other purposes. We may temporarily move furniture
contained in your Office Space. We reserve the right to alter your Office Space, if 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.

(d) Office Space Not Timely Available. If we are unable to make the Office Space available by the Start 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 Fee until the Office Space is made
available to you.

3. CLIENT AND CLIENT USERS

(a) Updating the Client User List. Only those individuals set forth on the Client User List will be deemed to be
"Client Users" and entitled to the benefits described in this Agreement. Your Client Users will be able to begin using,
accessing, and/or receiving the Services on the later of (i) the Start Date or (ii) the date we confirm the addition of
such individual to the Client User List. You are responsible for maintaining the accuracy of the Client User List, the
first version of which is attached to this Agreement. To make changes to your Client User List, you must have your
Primary Client send an email, from the Primary Client's email account on file with Base110, to the email address
specified at the bottom of the Client Application. The email requesting the change must include the name(s) and
email address(es) of the departing and new Client(s) and the effective date of the change. The changes will not take
effect until we confirm that we have received the email and have accepted and applied the change, in our sole
discretion. A Client will no longer be allowed access to the Services upon the earlier of (i) the termination or expiration
of this agreement; (ii) your removal of such Client from the Client User List or (iii) our notification to you that such
Client will be removed from the Client User List, for example if such Client violated this Agreement, if the number of
Client Users or other individuals regularly using your Office Space exceeds the number allocated on the Client
Application, you will be required to pay the then current additional fee. In no event will the number of Client Users
exceed 1.5 times the number of desks in the Office Space, regardless of additional fees paid. We reserve the right
to further limit the number of Client Users allowed at any point.

Upon the addition of a Client to the Client User List, Base110 will create a profile for such Client on the Base110
Client Network. Such a profile will be viewable by us, our employees and agents, and other Client Users. Such a
profile may include a photograph of the Client, in addition to other information about the Client. You are responsible
for informing each of your Client Users about the creation of such a profile. By sending us a request to add an
individual to your Client User List, you are representing and warranting that you have obtained all necessary consent
from such individual for the creation of such profile.

(b) Changes to or Removal of Primary Client or Authorized Signatory. An Authorized Signatory generally has
the sole authority to make changes to or terminate this Agreement. A Primary Client will generally serve as Base110's primary contact regarding matters that involve your Client Users, the physical Office Space or the Premises. We will
be entitled to rely on communications to or from the Authorized Signatory or Primary Client as notice to or from the
applicable Client Company. However, an Executive Officer of the applicable Client Company ("Executive Officer")
will have the authority to override the request of an Authorized Signatory or Primary Client, as applicable, provided
that we receive such a request within 24 hours following such Authorized Signatory's or Primary Client's request. We
will be entitled to request reasonable information to confirm that an individual claiming to be an Executive Officer truly
is one and to exercise our discretion in determining whether a particular position constitutes an "executive officer."
An Executive Officer will also have the authority to remove or replace the individual serving as the Authorized
Signatory and/or Primary Client. Unless we receive instructions from the Authorized Signatory or Executive Officer,
if the individual designated as the Primary Client ceases providing services to the Client Company or ceases using
the Office Space regularly, we will use our reasonable judgment in designating a replacement Primary Client.

4. CLIENT FEES; PAYMENTS

(a) Payments Due Upon Signing. Upon submitting a signed and completed Agreement, we may require you to
deliver to us, in the amount(s) set forth on your Client Application, (i) a service retainer (“Service Retainer") and (ii)
the Set-Up Fee. The Service Retainer will be held as a retainer for performance of all your obligations under this
Agreement 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. Subject to the complete
satisfaction of your obligations under this Agreement, we will return the Service Retainer, or any balance after
deducting outstanding fees and other costs due to us, to you by ACH within thirty (30) days (or earlier if required by
applicable law) after the later of (i) the termination or expiration of this Agreement and (H) the date on which you
provide to us all account information necessary for us to make such payment.

(b) Client Fee. During the Term of this Agreement, we will process payment for your Client Fee and other then-
outstanding fees, in advance, monthly and no later than the fifth business day of each month. You shall be responsible
for having the necessary funds available in your payment account as of the first (“1") day of the month. The Client
Fee set forth on the Client Application covers the Services for only the number of Client Users indicated in the Client
Application. Additional Client Users will result in additional fees established by us from time to time. For Client
Companies with an Agreement Date that is on or after the Milestone Date, on each anniversary of the Start Date, the
Client Fee for the year will automatically increase by five percent (5%) of the previous year's Client Fee.

(c) Invoices; Financial Information. Base110 will send or otherwise provide invoices and other billing-related
documents, information, and notices to the Primary Client, unless a different Billing Contact is indicated on the Client
Application. Change of the Billing Contact will require notice from the Authorized Signatory in accordance with this
Agreement.

(d) Overage Fees. Each month, you will receive a certain number of credits for conference room use, copies,
printouts and other products and services we may offer from time to time, as specified on the Client Application.
These allowances may not be rolled over from month to month. If these allocated amounts are exceeded, you will be
responsible for paying fees for such overages. The Payment for Overages is due as they are incurred, and you agree
and authorize us to charge the account used for payment of your Client Fee for any Overages.

(e) Late Fees. If payment for the Client Fee or any other accrued and outstanding fee is not made by the tenth (10th)
of the month in which such payment is due, you will be responsible for paying the then-current late charge.
(f) Form of Payment. We accept payment of all amounts specified in this Agreement solely by direct withdrawal from
your bank account, check, or credit card. If you elect to pay via direct withdrawal, you are required to maintain
sufficient money in your bank account to pay the fees described in this Agreement and to inform us promptly of any changes to the account. If you elect to pay via credit card, you must complete the attached Credit Card Authorization
Form and you are required to inform us promptly of any changes to your credit card information and must ensure that
you replace such credit card and update the relevant information prior to its expiration date. Changing your payment
method may result in a change in the amount required under this Agreement to be held as the Service Retainer. Only
a single checking, savings or credit card account may be used at any given time to make payments under this
Agreement. If payment via credit card fails on two occasions, we may require you to make payments via direct
withdrawal. We will accept checks for payment of monthly Client and semiannual / or annual Client Fee. If the check
fails to clear there will be an extra $35 fee tagged onto the Client fees owed.

(g) Outstanding Fees. 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 withhold Services or
terminate this Agreement in accordance with section 5(d).

(h) No Refunds. Except as provided in sections 5(b) and 5(e) of this Agreement, there are no refunds of any fees or
other amounts paid by you or your Client Users in connection with the Services.

5. TERM & TERMINATION

(a) Term. This Agreement will be effective when signed by both parties (“Effective Date”); if we have no
obligations to provide you with the Services until the later of (i) the date on which payment of your Service Retainer
and first month's Client Fee has cleared or (ii) the Start Date. If the Start Date is a Regular Business Day, you will be
entitled to move into the Office Space after 11 am (in the Office Space's time zone) on the Start Date. If the Start
Date is not a Regular Business Day, you will be entitled to move into the Office Space after 11 am. (in the Office
Space's time zone) on the first Regular Business Day after the Start Date, Unless otherwise set forth on the Client
Application, following the Initial Term, this Agreement shall continue on a month-to-month basis (any term after the
Initial Term a "Renewal Term"). The Initial Term and all subsequent Renewal Terms shall constitute the "Term," If
no Initial Term is indicated on your Client Application, the default Initial Term shall commence on the Start Date and
end one (1) month after the Start Date, This Agreement will continue until terminated in accordance with this
Agreement.

 

• i. If this Agreement is for Office or co-workspace, the minimum term shall be 60 days. If this Agreement is 
  related to other use such as workstation rental, day office use, conference room and or meeting space 
  rental, the minimum term shall be any time from one to 30 days.

​

(b) 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, if any, less applicable charges, expenses, or deductions. If you terminate within one (1)
full calendar month prior to your Start Date, you will not receive any refund.

(c) Termination After the Start Date by You, Changes in Office Space. Except as set forth in this section, you
may terminate this Dedicated Desk / Suite Client Agreements by delivering to us written notice at least two (2) full
calendar months prior to the month in which you intend to terminate this Agreement ("Termination Effective
Month"). The termination of a coworking Client Agreement will require 60 days’ notice of termination. The
termination will become effective on the last Regular Business Day of the Termination Effective Month,
provided that the Agreement is not terminable during the Initial Term. During the Initial Term, if you deliver an
Exit Form to Base110 at least one (1) full calendar month before the end of the Initial Term, you may terminate the Agreement as early as the last Regular Business Day of the Initial Term. Any Exit Form delivered to Base110 during
the Initial Term but less than one (2) full calendar months before the end of the Initial Term shall become effective in
accordance with the rest of this section 5(c). For instance, if you would like to terminate this Agreement on the last
Regular Business Day of April, the last opportunity to deliver the Exit Form to us would be February 28. The Exit
Form needs to be filled out and signed by the Authorized Signatory. You will not be entitled to pro-ration with respect
to last month’s Client Fee. For instance, if you vacate your Office Space before the last Regular Business Day of
April, you will still owe us the full Client Fee for the month of April. On the last Regular Business Day of the month,
you must vacate the Office Space no later than 4:00 p.m. Changes in Office Space, to the extent you have already
occupied a different Office Space, will also require compliance with the termination obligations set forth in this Section
5 for the Office Space being vacated.

(d) Termination or Suspension After the Start Date by Us. We may withhold Services or immediately terminate
this Agreement: (i) upon breach of this Agreement by you or any Client; (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 o
any of your Client Users 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) Service Retainer. After termination or expiration of this Agreement, we will return any balance of your Service
Retainer to you in accordance with section 4(a) of this Agreement.

(f) Removal of Property Upon Termination. Prior to the termination or expiration of this Agreement, you will remove
all of your, your Client Users', 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 mall or other packages delivered to us.

(g) Business Address Use Upon Termination. Use of the address of the Premises as your business address is
allowed only while there is an Agreement in place between you and us. At a minimum you must maintain an
Agreement for our Virtual Office service for as long as you use the address of the Premises. Upon Termination or
expiration of this Agreement or any agreement related to your use of the Premises, you are required to cease all use
of our address.

6. HOUSE RULES

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

(a) You acknowledge and agree that:

• keys, key cards and other such items used to gain physical access to the Premises, or the Office Space remain our property. You will cause your Client Users to safeguard our property, and you will be liable for replacement fees should any such property be lost, stolen or destroyed;

• you shall promptly notify us of any change to your contact and payment information; we will provide notice to you of any changes to services, fees, or other updates by emailing the email addresses provided by you. It is your responsibility to read such emails and to ensure your Client Users are aware of any changes, even if we notify such Client Users directly;

• carts, dollies and other freight items which may be made available may not be used except under the supervision of your Primary Contact and you are responsible for any damage to the Premises including paint, trim, doorways or elevators incurred by your deliveries or movement in the Premises; 

• for security reasons, we may, but have no obligation to, regularly record certain areas in the Premises via video;

• we may disclose information about you or your Client Users as necessary to satisfy any applicable law, rule, regulation, legal processor government request or as we otherwise deem reasonably necessary for the protection of us, other Client Companies or other Client Users;

• you and your Client Users will abide by other rules and regulations as determined by us and communicated to you, including by email. We may add, delete or amend the rules and regulations at our reasonable discretion and with notice to you, 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 Client Users and Client Companies with Office Space in the Premises receiving similar services;

• all Client Users, including the Primary Client, are at least as old as the legal age for consuming alcohol in the applicable jurisdiction;

• your Office Space has a limited capacity. If the number of Client Users or other individuals regularly using your Office Space exceeds the number allocated on your Client Application, you will be required to pay the then current additional fee per additional individual. In no event will the number of Client Users exceed 1.5 times the number of desks in the Office Space, regardless of additional fees paid. We reserve the right to further limit the number of Client Users allowed at any point;

• common spaces are to be enjoyed by all our Client Companies, Client Users and guests unless otherwise instructed by us, and are for temporary use and not as a place for continuous, everyday work;

• you have no expectation of privacy with respect to Base110's Internet connection, networks, telecommunications systems or information processing systems (Including any stored computer files, email messages and voice messages), and your 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 Base110's policies, regardless of whether such activity occurs on equipment owned by you or Base110; and

• notwithstanding any rights under trademark or copyright law and any rights of publicity, privacy or otherwise, and without further compensation, we may and hereby are authorized to use, in connection with promotion of our and our partners' businesses, products and services during and after the Term,  (i) your name, trademark, service mark, logo, trade dress and other Identifiers and intellectual property and  (ii) the names, likenesses, and voices of each of your Client Users and guests when they are in any Premises (regardless of whether or not your specific Office Space is located in such Premises). We will use commercially reasonable efforts to obtain your prior written consent for our use of the items described in clause (i) of the immediately preceding sentence. You will ensure that you have obtained, in writing, all licenses, permissions, consents, rights and releases necessary, including without limitation from any Client Users, guests or other third parties, in order to grant to us the rights and licenses set forth in this section.

(b) No Client will:

 

• perform any activity that is reasonably likely to be disruptive or dangerous to us or any other Client Companies, or our 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;

• sse 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 Base110 community, either in person or on the Base110 Client Network;

• take, copy or use any information or intellectual property belonging to other Client Companies or their Client Users 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 "Base110" or any of our other business names, trademarks, service marks, logos, trade dress, other identifiers or other intellectual property or modified or altered version 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 Client Users of the public, unless specifically authorized by us;

• make any copies of any keys 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; 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 Client Users comply with all House Rules.

7. ADDITIONAL AGREEMENTS

(a) Technology Release. In order to utilize all the functionalities offered by us, it may be necessary to install software
onto a Client's computer, tablet, mobile device or other electronic equipment. In addition, from time to time, at a
Client's request, we or an affiliate, or our or their agent or service provider, may help troubleshoot problems a Client
may have in trying to access certain functionalities, such as printing or accessing the Internet. Regarding the
foregoing, you agree that we and our affiliates:

 

• i. are not responsible for any damage to any Client's computer, tablet, mobile device or other electronic equipment, or otherwise to Client's system, related to such technical support or downloading and installation of any software; We are not responsible for the compromise of intellectual property and network security. We are not responsible or liable for the protection and

  • a. safety of any digital assets such (examples, online wallets, cryptocurrency exchanges, any sort of trading materials, and NFT/electronic art.)

• ii. do not assume any liability or warranty in the event that any manufacturer warranties are voided; and

• iii. do not offer any verbal or written warranty, either expressed or implied, regarding the success of any technica support.

​

(b) Waiver of Claims. To the extent permitted by law, you, on your own behalf and on behalf of your Client Users,
employees, agents, guests and invitees, waive any and all claims and rights against us and our landlord and our
or its affiliates, parents, and successors and each of our and their employees, assignees, officers, agents,
directors and contractors (collectively, the "Base110 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 any of the Base110 Parties to you or your Client
Users, employees, agents, guests or invitees for any reason and for all causes of action, will not exceed the total Client Fees paid by you to us under this Agreement in the six (6) months prior to the claim arising. None of the
Base110 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 Base110 Parties, whether, in contract, tort, or otherwise,
unless the action, suit, or proceeding is commenced within one (1) year of the cause of action accrued.

(d) Indemnification. You will indemnify the Base110 Parties from and against any and all claims, liabilities, and
expenses including reasonable attorneys' fees, resulting from any breach of this Agreement by you or your Client
Users or your or their guests, invitees, or pets or any of your or their actions or omissions. You are responsible for
the actions of and all damages caused by all persons and pets that you, your Client Users or your or their guests
invite to enter any of the Premises. You shall not make any settlement that requires a materially adverse actor
admission by us or imposes any obligation upon any of the Base110 Parties without our written consent. None of the
Base110 Parties shall be liable for any settlement made without its prior written consent.

(e) Insurance. You are responsible for maintaining, at your own expense and at all times during the Term, personal
property insurance and commercial general liability insurance covering you and your Client Users for property loss
and damage, injury to your Client Users and your Client Users' 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. You will ensure that
Base110 and the landlord of the applicable Premises shall each be named as additional insureds on any such policies
of Insurance and that you waive any rights of subrogation you may have against Base110 and the landlord of the
applicable premises. You shall provide proof of insurance upon our request.

(f) Pets. If the Office Space is designated by us to be one in which pets are permitted, and if any Client plans on
regularly bringing a pet into the Office Space or otherwise into the Premises, we may require this Client to produce
proof of vaccination for such pet in a form satisfactory to us. All pets should remain inside the Office Space unless
accompanied by its owner. If any of your Client Users brings a pet into the Premises, you will be responsible for any
Injury or damage caused by this pet to other Client Users or guests or to the property of Base110 or any employees,
Client Users or guests. None of the Base110 Parties will be responsible for any injury to such pets. We reserve the
right to restrict any Client's right to bring a pet into the Premises in our sole discretion.

(g) Other Client Users. We do not control and are not responsible for the actions of other Client Companies, Client
Users, or any other third parties. If a dispute arises between Client Companies, Client Users or their invitees or
guests, we shall have no responsibility or obligation to participate, mediate or indemnity any party.

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 Commonwealth of Kentucky, U.S.A. and the United States without regard to conflicts of laws
provisions thereof and without regard to the United Nations Convention on Contracts for the International Sale of
Goods or Kentucky’s or any other Implementation of the Uniform Computer Information Transactions Act.

(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 our legal team then in force, by one or more arbitrators
appointed in accordance with said rules. The place of arbitration shall be Lexington, Kentucky, U.S.A.

(c) Proceedings; Judgment. The proceedings shall be confidential. The award rendered shall be final and binding
on both parties. Judgment on the award may be entered into in any court of competent jurisdiction. In any action,
suitor 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, suitor 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 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 proceedings. YOU ARE GIVING UP YOUR RIGHT TO PARTICIPATE AS
A CLASS REPRESENTATIVE OR CLASS CLIENT ON ANY CLASS CLAIM YOU MAY HAVE AGAINST US
INCLUDING ANY RIGHT TO CLASS ARBITRATION OR ANY CONSOLIDATION OF INDIVIDUAL
ARBITRATIONS.

9. MISCELLANEOUS

(a) 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 Client 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.

(b) Updates to the Agreement. Changes to Client and overage fees, will be governed by section 4(b) and 4(d) of
this Agreement, respectively, and changes to the House Rules will be governed by section 6(a) of this Agreement.
With respect to other sections of this Agreement, we may from time to time update this Agreement and will provide
notice to you of these updates. You will be deemed to have accepted the new terms of the Agreement following the
completion of one (1) full calendar month after the date of notice of the update(s). Continued use of the Office Space
or Services beyond this time will constitute acceptance of the new terms.

(c) Waiver. Neither party shall be deemed by any actor 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.

(e) Extraordinary Events. Base110 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 (with the exception of any
obligations on your part to pay any sum of money due to us under this Agreement) as a result of any causes or
conditions that are beyond Base110's reasonable control, including without limitation any delays or changes in
construction of, or Base110's ability to procure any space in, any 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(c), 4 (to the extent any payments remain outstanding), 5(c), 5(e), 5(f), 7(a) through 7(e),
7(g), 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 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 Client Application,
except as otherwise provided in this Agreement. Base110 may send notice to either (or both) the Primary Client or
the Authorized Signatory, as Base110 determines in its reasonable discretion. Notices related to the physical Office
Space, Premises, Client Users, other Client Companies or other issues in the Premises should be sent by the Primary
Client, Notices related to this Agreement or the business relationship between you and Base110 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.

(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 the Agreement. Any use of "Including," "for example" or "such as” in this
Agreement shall be read as being followed by "without limitation" where appropriate.

(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) Office of Foreign Asset Control-OFAC. You hereby represent and warrant that (i) neither you nor any of your
Client Users 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 Client Users will, at any time during the Term, engage in any activity under this
Agreement, including the use of Services provided by Base110 in connection with this Agreement, that violates
applicable U.S. economic sanctions laws or causes Base110 to be in violation of such U.S. economic sanctions laws.
(l) Entire Agreement. This Agreement, including the Client Application, 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.