Terms and conditions

General Terms and Conditions

01. TERMS

a. “Agreement” means (collectively) the Terms & Conditions, Payment Authorization and any applicable Addendums attached to your Membership Agreement.

b. “Authorized Signatory” means a person legally authorized to sign your Agreement.

c. “Effective Date” means the date when a membership agreement is fully executed by all parties.

d. “LBB,” “we” or “us” means Liberty Bank Building, LP, the ownership entity of the building, and who you are contracting with.

e. “Member” means you, or each person on your team who is authorized by you to use your Office Space and take advantage of amenities as permitted by your Membership.

f. “Member Company” means a company, entity or individual that enters into a Membership Agreement with us.

g. “Office Space” means the office number and/or workspace location(s) assigned to you per the Agreement.

h. “Platform” means the website on which members complete their profiles and take actions such as updating their payment information or canceling their membership.

i. “Premises” means a building or a portion of the building in which we offer offices, workstations, dedicated desks or other workspaces and amenities to Members and Member Companies.

j. “Primary Member” means the primary in-Premises Member for contact purposes and who acts as Authorized Signatory.

k. “Regular Business Day” means a weekday, between 8:30 am and 5:30 pm (“Regular Business Hours”), with the exception of bank or public holidays.

l. “Start Date” means the start date set forth in the Agreement.

m. “You” means the individual or company listed in the Agreement.

02. MEMBERSHIP BENEFITS

a. Services. We will use commercially reasonable efforts to provide you (and your Members, as applicable) the services described below. (the “Services.”) i. Furnishings of the quality and in the quantity typically provided to other Members. ii. Maintenance of the Premises, provided that we will not be responsible for damage exceeding normal wear and tear. iii. Access to and use of the LBB Member Network site. iv. Access to and use of the shared Internet connection. v. Use of the printers, copiers and/or scanners made publicly available in the Premises. vi. Use of the conference rooms subject to availability and your prior reservation of such conference rooms. vii. Heat and air-conditioning in the Premises. viii. Acceptance of mail on behalf of your business during Regular Business Hours; provided that we are not liable for any mail or packages received without a LBB employee’s signature indicating acceptance or should you use our mail and deliveries services for fraudulent or unlawful purposes. ix. Opportunity to participate in Members-only events, benefits and promotions. x. Services may be modified or reduced at any time and may be provided by us or a third party.

b. Our Reserved Rights. We have the right to enter your Office Space, with or without notice, to provide Services, for safety or emergency purposes or for any other purpose. We may temporarily move furniture and we have the right to alter your Office Space, as long as we don’t substantially decrease the square footage of your Office Space or related amenities.

c. Office Space Not Timely Available. If we are unable to make the Office Space available by the Start Date for any reason, we are not liable nor is the validity of your Agreement affected. You will not be required to pay a Membership Fee until an Office Space is made available to you.

03. YOUR MEMBERS

a. Updating Your Member List. If you are a Company, only those individuals Included on your Member List will be considered “Members” and entitled to the benefits described in your Agreement. Access to Services will begin on either the start date of your Agreement or the date we confirm that they have been added to your Member List. A Primary Member will be responsible for ensuring the Member List is up to date, and that each new Member completes their online registration and profile.

Any Member removed from the list will no longer have access to Services upon the earlier of (1) the termination or expiration of your Agreement; (2) your removal of such Member from the Member List or (3) our notification to you that such Member will be removed from the Member List. This may occur if a Member violates your Agreement.

The number of Members on your Member List is limited to the number of Members agreed to in your Agreement. We reserve the right to further limit the number of Members allowed at any point to comply with local regulations or for other reasons.

b. Primary Member and Authorized Signatory. A Primary Member will serve as our primary contact regarding matters that involve your Members, your Office space or the Premises. The Primary Member must be the Authorized Signatory with sole authority to make changes to or terminate your Agreement. An Executive Officer of the company, may designate an alternate Primary Member, although we have the right to require proof of authority.

Unless we receive instructions from the Authorized Signatory or an Executive Officer of the company, if the individual designated as the Primary Member ceases to provide services to the Member Company or ceases to use the Office Space regularly, we will use our reasonable judgment in designating a replacement Primary Member.

04. MEMBERSHIP FEES

a. Payments Due Upon Signing. You will be obligated to pay the fees per your Agreement upon signing the Agreement.

b. Membership Fee. We will process payment for your Membership Fee and other then-outstanding fees at the beginning of each month. Your membership fee may increase from time to time;

c. Invoices; Financial Information. We will provide invoices and other billing-related documents, information and notices to the Primary Member.

d. Overage Fees. Each month, you may receive a certain number of credits for conference room use, copies, printouts and other products and services we may offer from time to time. If these allocated amounts are exceeded, you will be responsible for paying fees for such overages. The current overage fee schedule is listed on LBB.com/faq. Overage fees are subject to increase from time to time.

e. Late Fees. If payment for the Membership Fee or any other accrued and outstanding fee is not made by the fifteenth (15th) of the month in which such payment is due, you will be responsible for paying the then-current late charge. You maybe be charged overage fees or late fees. Late fees are set at 5% of the amount due, and will recur monthly.

f. Form of Payment. We accept payment of all amounts solely by direct withdrawal from your bank account, credit card and Apple Pay. You are required to maintain sufficient money in your bank account or to inform us promptly of any changes to your bank account or credit card information. If payment via credit card fails on two occasions, we may require you to make payments via direct withdrawal.

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, in our sole discretion, withhold Services or terminate your Agreement.

05. TERM & TERMINATION

a. Term. Your Agreement will be effective when signed and your first month’s membership has cleared our account. You will be entitled to move into the Office Space after 11:00 a.m. EST on the Start Date on a Regular Business Day. Unless otherwise set forth in your Agreement, the Term shall continue on a month-to-month basis.

b. Cancellation Prior to Start Date by You. You may cancel your Agreement prior to the Start Date upon delivery of written 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. A refund upon termination within one (1) full calendar month prior to your Start Date is at our sole discretion.

For example, if your Agreement starts on August 1 and you request cancellation of your Agreement by June 30 you may be entitled to a refund, but if you cancel on July 1 no refund will be given.

c. Termination After the Start Date by You. You may cancel your Agreement by notifying us in writing at least one full calendar month prior to the month on which you want to end your Agreement.

For example, if you want to terminate your Membership on August 31, we must receive notice by July 31. If we receive notice on August 5, then your Membership will terminate on September 30.

No pro-rata Membership fees will be refunded. You must vacate the Office Space no later than 5:30 pm on your final Membership day. After that, Services will be discontinued.

d. Termination or Suspension After the Start Date by Us. We may withhold Services or immediately terminate your Agreement if you or any Member of your team breaches your Agreement in any way. You will remain liable for past due amounts, and we may exercise our rights to collect due payment, despite termination of your Agreement.

e. Service Retainer. After termination or expiration of your Agreement, we will return the balance of your Service Retainer (if any) to you.

f. Removal of Property Upon Termination. Prior to the termination or expiration of your Agreement, you will remove all property owned by you or your Members from the Premises. If not, after providing you with reasonable notice, we will not have an obligation to store said property and will instead have the right to dispose of it at our discretion. By signing the Agreement, you waive any claims or demands regarding such property or our handling of such property. You will also be responsible for paying any fees reasonably incurred by us regarding such removal.

g. Redirect Mail. Following the termination or expiration of your Agreement, it is your responsibility to redirect mail. We will not forward or hold mail or other packages for you.

06. HOUSE RULES

You are responsible for ensuring your Members comply with all of our House Rules. These are the rules you must follow: a. Keys, key cards and other such items used to gain physical access to the Premises or the Office Space remain our property and you will be liable for replacement fees if such items are lost, stolen or destroyed; b. You shall promptly notify us of any change to your contact and payment information; c. We will provide notice to you of any changes to services and fees. It is your responsibility to read such notices and to ensure your Members are aware of any changes; d. For security reasons, we may, but have no obligation to, regularly record certain areas in the Premises via video; e. We may disclose information about you or your Members as necessary to satisfy any applicable law, rule, regulation, legal process or government request or as we otherwise deem reasonably necessary for the protection of us, other Member Companies or other Members; f. You and your Members will abide by other rules and regulations as determined by us and communicated to you. 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; g. All of your Members are at least 18 years of age; h. Any alcoholic beverages brought onto the Premises must be stored inside a locked Office Space. No alcohol may be stored or consumed in common areas unless with prior written permission from us; i. You shall be solely and fully responsible for ensuring that no alcohol is consumed by any of your Members who is younger than the legal age for consuming alcohol in the applicable jurisdiction; j. Your Office Space has a limited capacity. If the number of Members or other individuals regularly using your Office Space exceeds the number allocated in your Agreement, you will be required to pay an additional fee. If there is no additional capacity for additional Members in your Office Space, you will need to add additional desk or flex space to your Agreement; k. Common spaces are to be enjoyed by all our Member Companies, Members and guests unless otherwise instructed by us, and are for temporary use and not as a place for continuous, everyday work; l. You and your Members may not conduct meetings, whether in person or online, or phone conversations in Common spaces; m. You and your Members must have written authorization from us to host an event on the Premises. Additional fees may apply; n. You may not make any physical alterations to the Office Space without prior consultation and approval by us. In the event that any alterations are made, you shall be responsible for the full cost and expense of the removal of any such items and any restoration necessitated. Any additional costs incurred by us due to such alterations or their removal shall also be your responsibility. You must coordinate with us to plan the appropriate time, manner and means for our facilities team to perform the work. At no time shall you or any of your Members perform any alterations without our written authorization; o. You have no expectation of privacy or security with respect to our Internet connection, networks and our management software. 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 our policies; p. You and your Members’ computers, tablets, mobile devices and other electronic equipment must be kept up-to-date with the latest software updates provided by the software vendor and kept clean of any malware, viruses, spyware, worms, Trojans, or anything that is designed to perform malicious, hostile and/or intrusive operations. We reserve the right to remove any device from our networks that poses a threat to our networks or users until the threat is remediated; and q. You grant us permission to use your name, trademark and/or logo to identify you as a Member of LBB, alongside those of other Members, on a public-facing “Membership” display on our website. You acknowledge 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.

These are the things that you cannot do: a. Perform any activity that is reasonably likely to be disruptive or dangerous to us, any Member Companies, Members, guests or property and our employees, including without limitation the Office Space or the Premises; b. Use the Services to conduct or pursue any illegal activities; c. Use the Services to conduct any activity that is generally regarded as offensive; d. 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; e. Misrepresent yourself to the LBB community, either in person or on our community network; f. Take, copy or use any information or intellectual property belonging to other Member Companies or their Members 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 your Agreement; g. Take, copy or use for any purpose the name “LBB” 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 your Agreement; h. Use the Office Space in a “retail,” “medical,” or other nature involving frequent visits by members of the public; i. 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, keycards or codes to any third party, unless authorized by us in advance; j. Install any locks to access the Office Space or anywhere within the Premises, unless authorized by us in advance; or k. Allow any guest(s) to enter the building without registering such guest(s) and performing any additional required steps according to our policies.

07. 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, we or an affiliate, or our 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, you agree that we and our affiliates: i. 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; 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 technical support.

b. Waiver of Claims. To the extent permitted by law, you, on your own behalf and on behalf of your Members, employees, agents, guests and invitees, waive any and all claims and rights against us at the Premises and our affiliates, parents, and successors and each of our and their employees, assignees, officers, agents and directors (collectively, the “LBB 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 LBB Parties to you or your Members, 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 your Agreement in the twelve (12) months prior to the claim arising. None of the LBB 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 LBB 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.

d. Indemnification. You will indemnify the LBB Parties from and against any and all claims, liabilities, and expenses including reasonable attorneys’ fees, resulting from any breach of your Agreement by you or your Members 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 Members or your or their guests invite to enter any of the Premises. You shall not make any settlement that requires a materially adverse act or admission by us or imposes any obligation upon any of the LBB Parties without our written consent. None of the LBB 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 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 Members and your Members’ 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 LBB 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 LBB and the landlord of the applicable premises. You shall provide proof of insurance upon our request.

f. Pets. If you have permission for a pet in your Office Space, and if any Member plans on regularly bringing a pet into the Office Space or otherwise into the Premises, we may require this Member 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 a Member. If any of your Members 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 to the property of LBB or any employees, members or guests. None of the LBB 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. We do not control and are not responsible for the actions of other Member Companies, Members, or any other third parties. If a dispute arises between Member Companies, Members or their invitees or guests, we shall have no responsibility or obligation to participate, mediate or indemnify any party.

08. ARBITRATION AND CLASS ACTION WAIVER

a. Governing Law. Your relationship with us shall be governed by the internal laws of the Commonwealth of Pennsylvania, without considering principles of conflicts of law.

b. Arbitration. If any kind of legal claim arises between us as a result of your Membership, either of us will have the right to arbitrate the claim, rather than use the courts. There are only three exceptions to this rule. First, we will not invoke our right to arbitrate a claim you bring in Small Claims Court or an equivalent court, if any, so long as the claim is pending only in that court. Second, we have the right to seek an injunction in court if you violate or threaten to violate your obligations. Third, disputes arising under the Agreement will be handled in the manner described in these Terms and Conditions. All arbitration will be conducted in Pittsburgh, Pennsylvania, unless we agree otherwise in writing in a specific case. All arbitration will be conducted before a single arbitrator in accordance with the rules of the American Arbitration Association.

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 in any court of competent jurisdiction. In any action, suit or proceeding to enforce rights under your 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. Your Agreement shall be interpreted and construed in the English language.

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 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.

09. 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 Premises and Office Space remain in our possession and control. We are simply giving you the right to share the use of this space. Notwithstanding anything in your Agreement to the contrary, you and we agree that our relationship is not that of landlord- tenant or lessor- lessee. We are not granting you or any Member any title, easement, lien, possession or related rights in our business, the Premises, the Office Space or anything contained in them. Your Agreement creates no tenancy interest, leasehold estate, or other real property interest, nor does it create a fiduciary or agency relationship, or partnership or joint venture, for any purpose. Neither party will in any way misrepresent our relationship.

b. 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.

c. Subordination. Your Agreement is subject and subordinate to any loans or agreements that we hold for the Premises.

d. Extraordinary Events. We are not liable for or in any way in breach of our Agreement in the event of delays or failures to perform as a result of conditions beyond our control.

e. Severable Provisions. Each provision of your Agreement shall be considered separable. To the extent that any provision of the Agreement is prohibited, your Agreement shall be considered amended to the smallest degree possible in order to make the Agreement effective under applicable law.

f. Notices. Notices under your Agreement will be sent by email and be effective on the first business day after they are sent.

g. Headings; Interpretation. The headings in your 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 the Agreement shall be read as being followed by “without limitation” where appropriate.

h. 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 your Agreement (including by operation of law) without our prior consent. We may assign this Agreement without your consent.

i. OFAC. You hereby represent and warrant that (i) neither you nor any of your Members 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 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 LBB in connection with this Agreement, that violates applicable U.S. economic sanctions laws or causes LBB to be in violation of such U.S. economic sanctions laws.

j. 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.