This CO-WORKING MEMBERSHIP AGREEMENT is entered into by and between Framework Holding LLC, having an address of 433 North Street, Pittsfield, MA, 01201 (“Framework”), and Member specified above.

Whereas, Framework offers office space and certain office services to Members and under certain circumstance to non-members, for a fee; and

Whereas, Members and non-members seek office space and certain office services which Framework offers for a fee.

Accordingly, the parties to this Agreement, with the intent to be mutually and legally bound, agree as follows:

1. Acceptance of Terms.

Framework will provide to Member certain services (including but not limited to use of office space, access to internet and use of certain office equipment) all of which will be subject to the following Terms of Use (“TOU”). Framework retains the right to update, amend and/or change the TOU at any time without prior notice to Member.

2. Description of Services.

Framework will provide Member with access to office space, work stations, internet access, office equipment, and other services as Framework may provide from time to time (collectively “Services”) all located at 433 North Street, Pittsfield, MA, 01201 (the “Premises”).

3. Use of Services.

Member, when participating in or using the Services, will not:

1. Disturb other members and recognize their right to quiet enjoyment of the premises. Member shall not listen to radios and other such equipment except with headphones; will conduct phone conversations quietly or use the phone room ensuring that all noise that might disturb other members be kept to a minimum;
2. Lend keys or give codes to anyone; allow a nonmember to use the space unless accompanied by Member; be responsible for your Members’ guests’ actions at all times;
3. Bring pets into the Premises at any time;
4. Bring bicycles into the Premises without permission.
5. Place any signs or lettering anywhere in the Premises or the building without permission.
6. Keep any flammable or hazardous substances in the Premises.
7. Spam, post or download files that Member knows or should know are illegal or that Member has no rights to; access any other device connected to the Framework network or the Internet that Member does not have permission to access;
8. Use the Services in connection with contests, pyramid schemes, chain letters, junk email, spamming, spimming or any duplicative or unsolicited message (commercial or otherwise);
9. Defame, abuse, harass, stalk, threaten or otherwise violate the legal rights (such as rights of privacy and publicity) of others;
10. Publish, post, upload, distribute or disseminate any inappropriate, profane, defamatory, obscene, indecent or unlawful topic, name, material or information on or through Framework’s servers.
11. 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;
12. Upload files that contain viruses, Trojan Horses, Worms, time bombs, candlebots, corrupted files, or any other similar software or programs that may damage the operation of another’s computer or property of another. All laptops other than Macs must have antivirus software installed.
13. Restrict or inhibit any other Member from using and enjoying the Services.
14. Violate any code of conduct or other guidelines which may be applicable for any particular Service
15. Harvest or otherwise collect information about other, including email addresses, without the authorization or consent of the disclosing party.
16. Violate any applicable laws or regulations.

4. No Unlawful or Prohibited Use.

As a condition of Member’s use of the Services, Member will not use the Services for any purpose that is unlawful or prohibited by these terms, conditions and notices. Member may not use the Services in any manner that could damage, disable, overburden, or impair any Framework server, or the network(s) connected to any Framework server, or interfere with any other party’s use and enjoyment of any Services. Member may not attempt to gain unauthorized access to any Services, or accounts, computer systems or networks connected to any Framework server or to any of the Services, through hacking, password mining or any other means. Member may not obtain or attempt to obtain any materials or information through any means not intentionally made available through the Services. Member hereby represent and warrant that it has all requisite legal power and authority to enter into and abide by the terms and conditions of this Agreement and TOU and no further authorization or approval is necessary. Member further represents and warrants that its participation or 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 it is a party

5. Information disclosure

Framework reserves the right at all times to disclose any information about Member, its participation in and use of the Services as Framework 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 Framework’s sole discretion.

6. Confidentiality

1. Member acknowledges and agree that during its participation in and use of the Services you may exposed to Confidential Information. “Confidential Information” shall mean all information, in whole or in part, that is disclosed by Framework or any participant of used of the Services or any employee affiliate, or agent thereof, that is non-public, confidential or proprietary in nature. Confidential information also includes, without limitation, information about business, sales, operations, know-how, trade secrets, business affairs, any knowledge gained through examination or observation of or access to the facilities, computer systems and/or books and records of Framework, any analyses, compilations, studies or other documents prepared by Framework or otherwise derived in any manner from the Confidential Information that you are obliged to keep confidential or know or has reason to know should be treated as confidential.
2. Member’s participation in and/or use of the Services obligates it to
   1. maintain all Confidential Information in strict confidence;
   2. not to disclose Confidential Information to any third parties;
   3. not to use the Confidential Information in any way directly or indirectly detrimental to Framework or any participant or user of the Services.
   4. All confidential information remains the sole and exclusive property of Framework or the respective disclosing party. Member acknowledges and agrees that nothing in this TOU or its participation or use of the Services will be construed as granting any rights to it, by license or otherwise, in or to any Confidential Information or any patent, copyright or other intellectual property proprietary rights of Framework or any participant or user of the Services.
   5. Participation in or Use of Services:
      Member acknowledges that it is participating in or using the Services at its own free will and decision. Member acknowledge that Framework does not have any liability with respect to its access, participation in, use of the Services, or any loss of information resulting from such participation or use.

8. Disclaimer of Warranties.

To the maximum extent permitted by applicable law, Framework provides the services “as is” and with all faults, and hereby disclaim with respect to the services all warranties and conditions, whether express, implied or statutory, including, but not limited to, any (if any) warranties, duties or conditions of or related to: merchantability, fitness for a particular purpose, lack of viruses, accuracy or completeness of responses, results, workmanlike effort and lack of negligence. Also, there is no warranty, duty or condition of title, quiet enjoyment, quiet possession, correspondence to description or non-infringement. The entire risk as to the quality, or arising out of participation in or the use of the services, remains with member.

9. Exclusion of Incidental, Consequential and Certain Other Damages.

To the maximum extent permitted by applicable law, in no event shall Framework or its subsidiaries (whether or not wholly-owned), affiliates, divisions, and their past, present and future officers, agents, shareholders, members, representatives, employees, successors and assigns, jointly and individually be liable for any direct, special, incidental, indirect, punitive, consequential or other damages whatsoever (including, but not limited to, damages for: loss of profits, loss of confidential or other information, business interruption, personal injury, loss of privacy, failure to meet any duty (including of good faith or of reasonable care), negligence, and any other pecuniary or other loss whatsoever) arising out of or in any way related to the participation in or inability to participate in or use of the services, the provision of or failure to provide services, or otherwise under or in connection with any provision of this agreement, even in the event of the fault, tort (including negligence), strict liability, breach of contract or breach of warranty of Framework, and even if Framework has been advised of the possibility of such damages.

10. Limitation of Liability and Remedies.

Notwithstanding any damages that Member might incur for any reason whatsoever (including, without limitation, all damages referenced above and all direct or general damages), the entire liability of Framework or its subsidiaries (whether or not wholly-owned), affiliates, divisions, and their past, present and future officers, agents, shareholders, members, representatives, employees, successors and assigns under any provision of this TOU and member’s exclusive remedy for all of the foregoing shall be limited to actual damages incurred by member based on reasonable reliance up to ten dollars (usd $10.00). The foregoing limitations, exclusions and disclaimers (including sections 8 and 9 above) shall apply to the maximum extent permitted by applicable law, even if any remedy fails its essential purpose.

11. Termination

1. Framework reserves the right to terminate any Service at any time. Framework further reserves the right to terminate Member’s participation in and use of any Services, immediately and without notice, if Member fails to comply with the TOU.
2. Member shall notify Framework if Member wishes to terminate this agreement ten (10) days before the monthly renewal date of this agreement. If Member notifies Framework after that date, then the next month’s membership fee will be due and owing to Framework.

12. Non-Disparagement

Member shall, during and after the participation in and use of the Services, refrain from making any statements or comments of a defamatory or disparaging nature to any third party regarding Framework, or any of Framework’s officers, directors, employees, personnel, agents, policies, services or products, other than to comply with law.

13.Indemnification.

Member releases, and hereby agrees to indemnify, defend and save harmless Framework Holding LLC and subsidiaries (whether or not wholly-owned), affiliates, divisions, and their past, present and future officers, agents, shareholders, members, representatives, employees, successors and assigns, jointly and individually, from and against all claims, liabilities, losses, damages, costs, expenses, judgments, fines and penalties based upon or arising out of Member’s negligent actions, errors and omissions, willful misconduct and fraud in connection with the participation in or use of the Services. Member further agrees in the event that it brings a claim or lawsuit in violation of this agreement, Member shall be liable for any attorney’s fees and costs incurred by either Framework Holding LLC or its respective officers and agents in connection with the defense of such claim or lawsuit.

14. Severability

In the event that any provision or portion of this Agreement or TOU is determined to be invalid, illegal or unenforceable for any reason, in whole or in part, the remaining provisions of this Agreement or TOU shall be unaffected thereby and shall remain in full force and effect to the fullest extent permitted by applicable law.

15. Insurance.

As required by the owner of 431- 437 North Street Building, Framework Holding LLC carries Liability insurance. As a user, Member is not required but it is strongly suggested that you carry a Renters Insurance policy to cover its own equipment while using the Premises. Under no circumstance shall Framework be responsible for any loss of Member’s personal property as a result of theft or casualty.

16. Invoicing and Payment

Member will pay monthly in advance based on Member’s membership option. Payment is required at the membership period. If payment is not made on time, Framework may terminate this agreement and seek collection.

17. Agreement as License

This Agreement constitutes a License to use the Premises in accordance with the terms of this Agreement and not in any way constitutes a lease or sub-lease.

18. Member’s use of the Premises

Member shall not interfere with other persons or entities use of the Premises. Member understands that Member shall not have the permanent use of any space in the Premises except under written agreement with Framework.

19. Miscellaneous

1. This Agreement shall inure to the benefit of and bind the parties hereto and their successors, heirs, and assigns.
2. This Agreement shall constitute the entire Agreement between the parties.
3. This Agreement shall be governed by the laws of the Commonwealth of Massachusetts.
4. This Agreement may be amended or supplemented by Framework at it’s sole discretion.
5. Nothing in this Agreement shall be construed as to create a landlord tenant relationship between Framework and Member.

20. Notices

Any notices under this Agreement shall be delivered in person, by US mail, or email to the party at the address listed above.

I hereby acknowledge that I have read and understood all of the terms and conditions contained in this TOU and further agree to be bound to the TOU regarding my participation in and use of the Services.