Termos e Condições

Termos e Condições Gerais

VENTURE X MEMBERSHIP AGREEMENT 5301 Alpha Rd., Suite E80 Dallas TX 75240

I. THE INTRO At Venture X, we strive to make the community the best place for every member. To make this possible, we ask that you read this entire contract, understand it thoroughly, and follow our very simple, ethical, and common standards. Venture X is not just your everyday office, where you come in, sit alone, and go home. Venture X is a community-based workspace, which is a growing movement and where the future works. At Venture X, collaboration and innovation are two very important aspects, and they are what keep our culture alive. Please understand that as you work here, you represent not only your company, but Venture X as well.

II. TERMS & CONDITIONS Acceptance of Terms: The services Theorem Enterprise Inc. DBA Venture X - Galleria (“Venture X”) provides to you, the undersigned (including but not limited to use of office space and access to Internet), are subject to the following Terms of Use (“TOU”). Venture X reserves the right to update the TOU at any time. Venture X will attempt to contact you to notify you of any updates within 30 days of their enactment using the contact information provided in the Membership Agreement.

Description of Services: Venture X may provide you with access to work space, workstations, Internet access, office equipment, conference space, knowledge resources, and other services as Venture X may provide from time to time (collectively, “Services”). The Services at all times are subject to the TOU.

No Unlawful or Prohibited Use: As a condition of your use of the Services, you will not use the Services for any purpose that is unlawful or prohibited by these terms, conditions, and notices. You may not use the Services in any manner that could damage, disable, overburden, or impair any Venture X server, or the network(s) connected to any Venture X server, or interfere with any other party’s use and enjoyment of any Services. You may not attempt to gain unauthorized access to any accounts, computer systems, or networks connected to any Venture X server or to any of the Services, through hacking, password mining, or any other means. You may not obtain or attempt to obtain any materials or information through any means not intentionally made available through the Services. You hereby represent and warrant that you have all requisite legal power and authority to enter into and abide by the terms and conditions of this TOU and no further authorization or approval is necessary. You further represent and warrant that your 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 you are a party.

Collaboration: Please understand that while working at Venture X, collaboration is one of our keys to success, and it can be yours as well. We highly encourage the collaboration of our members in the space and the community outside. However, Venture X is not a place to “sell your service”. During normal work hours, please respect the work of others. There will be a time and place for networking and the “exchange of services”.

Class and Events: Venture X is more than just office space; it is also a place for networking, classes, and events to develop the entrepreneurial community. Venture X will host various classes and events in our space that may be open to both the public and our members. While some events may be open to Venture X Members, some may be private and closed to Venture X members. Members will be notified before each event, so they have the opportunity to make adjustments. Members acknowledge that events and classes are a vital part of the Venture X collaborative community and may be required to adjust their work schedule around these events. Venture X will minimize any disruptive events or classes to our members during normal business hours, 9am to 5pm Monday thru Friday.

Photo ID: A copy of a photo ID is required. We reserve the right to perform a background check on any prospective or existing Member and decline or terminate any membership based on the results of such check.

Disclaimer of Warranties: To the maximum extent permitted by applicable law, Venture X 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 you.

Exclusion of Incidental, Consequential and Certain Other Damages: To the maximum extent permitted by applicable law, in no event shall Venture X 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 or 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 Venture X, and even if Venture X has been advised of the possibility of such damages. Because some states/jurisdictions do not allow the exclusion or limitation of liability, for consequential or incidental damages, the above limitation may not apply to you.

Indemnification: You release, and hereby agree to indemnify, defend and save harmless Venture X and Venture X’s 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 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 attorneys’ fees and costs incurred by Venture X or its respective officers and agents in connection with the defense of such claim or lawsuit.

Insurance: Venture X will carry Liability and Business Personal Property insurance. As a user, it is strongly suggested that you carry a Renters Insurance policy to cover your own equipment while using our space. That policy may cover your current residence/office, as well as the premises of Venture X.

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

Participation In or Use of Services: You agree that when participating in or using the Services, you will not:

• Use the Services in connection with contests, pyramid schemes, chain letters, junk email, or any duplicative or unsolicited message (commercial or otherwise);
• Defame, abuse, harass, stalk, threaten, or otherwise violate the legal rights (such as rights of privacy and publicity) of others;
• Publish, post, upload, distribute or disseminate any inappropriate, profane, defamatory, obscene, indecent or unlawful topic, name, material or information on or through Venture X internet access;
• Upload, or otherwise make available, files that contain images, photographs, software, or other material protected by intellectual property laws, including, by way of example, and not as limitation, copyright or 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, cancel bots, corrupted files, or any other similar software or programs that may damage the operation of another’s computer or property of another;
• Restrict or inhibit any other user from using and enjoying the Services;
• Harvest or otherwise collect information about others, including email addresses, without the authorization or consent of the disclosing party;
• Violate any applicable laws or regulations; and create a false identity for the purpose of misleading others

III. HOUSE RULES Respect: Venture X members must be highly respectful of their other Venture Xer’s. We are a professional workspace, where many companies are developing private and secure work. In order to keep the culture trustworthy, we ask that if you see someone’s monitor, white/black board drawings, or copies to keep it to yourself, and erase it from you memory. Follow the simple golden rule.

Volume Control: At Venture X you are welcome to use your phone at your desk however we have provided with alternative areas for more privacy. These areas include but not limited to the phone booth couches, nap rooms, outside seating as well as conference rooms.

Pets: We love our furry friends too, but please keep them at home. Due to allergies and such, we ask that you do not bring them to Venture X.

Internet Usage: No spamming, posting, or downloading of any files, software, programs, etc., that are illegal and/or inappropriate. Any use of hacking or misuse of ones computer within Venture X’s workspace will not be tolerated and will be found in termination of membership.

Liability: Every member is liable for his or her own belongings, actions, and materials, whether a physical product or computer based software. Should any action cause damage to Venture X, that member or members would be held liable for the repair. If anything happens such as your computer gets hacked, blog goes down, Wi-Fi goes out, or if someone steals from you, it’s not on us. We are truly sorry for this, but we are not held legally responsible for these actions.

Guests: Any guest brought by a member must first sign in at the reception desk. All guests must remain with the member whom they came with. Guests may stay for the maximum of 2 hours for free; thereafter they must purchase a day pass. The inviting member will be responsible for all of their guest’s actions.

24/7 access: At Venture X, we provide our members with 24/7 access so they have the ability to come in and work whenever they need. The 24/7 access is a secured entry to allow members to come in before or after business hours to get work complete. 24/7 access is not used for other purposes such as sleeping, hosting parties or events, or any other purposes besides working.

Mailing: If you elect to receive mail and packages at one of our locations, please keep in mind that the pick up times are from 9am to 5pm Monday thru Friday, unless you have 24/7 access to the space. Please note that depending on the package size, it can be stored in our private storage, if that’s the case, pick up hours remain 9am to 5pm Monday thru Friday.

Access card and Keys: Venture X Name: Venture X owns rights to its name, logo, slogan, and all other property relating to Venture X. The use of this name and property of Venture X without permission will result in legal actions taken by Venture X. Other Members: We do not control and are not responsible for the actions of other members. If a dispute arises between members or their invitees or guests, we shall have no responsibility or obligation to participate, mediate or indemnify any party. Holiday Closings: Regular business hours are 9am to 5pm Monday thru Friday with exception to certain holidays. Members will be notified of closings prior to that day(s). 24/7 Key Holders will continue to have access to the space.

IV. MEMBERSHIP FEES AND FINANCIALS Memberships: Memberships are neither shareable nor transferable. Payments: All Memberships are due and automatically renewed on the first of the month. The first month will be prorated through the end of the month. Billable Conference Room Hours and other services will be added to your next months’ invoice.

• Late Payments: If payment is not received within five (5) days of the renewal date, a late fee of 5% plus $5 per day until payment is received, starting on the sixth (6th) day, will be charged. If a payment is not received after fifteen (15) days, your membership will be automatically terminated, your personal belongings will be cleared from any dedicated spaces and any mail mail or packages for more than thirty (30) days of our receipt or if we receive mail or packages after termination of your Membership. Do not reveal your account password or transfer your keycard or other access device or credentials to anyone else (or let them use your account). Do not make any copies of any keys, keycards, or other means of entry to our Premises (each, an “Access Device”). You are responsible for maintaining the confidentiality of your password and security of your Access Device. 3 (of 6) We have no obligation to store such

addressed to you and/or your company will be returned to sender. We would not like for that to happen, so keep us up to date of any changes on your membership and /or of billing information. For Private Office Memberships, different late fees apply (see Private Office Agreement).

• Form of Payment: We accept payment by direct withdrawal from your bank account or credit card. Only a single checking or savings account 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. See Credit/Debit Card and ACH Authorization Forms on the last 2 pages of this Agreement.
• ACH / Bank Account: If you elect to pay via direct withdrawal, you are required to deliver to us a voided check from this account, maintain sufficient money in your bank account to pay the fees described in this agreement and to inform us promptly of any changes to this account.
• Credit Card: If you elect to pay via credit card, you will be charged a 4% processing fee. You are required to inform us promptly of any changes to such credit card and ensure that you replace such credit card prior to its expiration date. Participation In or Use of Services: You acknowledge that you are participating in or using the Services at your own free will and decision. You acknowledge that Venture X 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. Outstanding Fees: We may withhold services or terminate this agreement if any outstanding fees are due or if you or any Member does not comply with the terms and conditions of this agreement. Should your membership be cancelled due to unpaid invoices and a reinstatement is granted, any balances which are in arrears must be paid first before reactivation of a membership. Changes to Membership and Overage Fees: Fee for membership or other Services are subject to price increases, but no more than once per year. We will notify you at least thirty (30) days prior to these increases. Refund Policy: Venture X does not issue refund on current or past month payments as service in exchange of the payment has already or is currently being accrued. In limited circumstances when there is an error, Venture X will issue credits. See section VII for details on “TERMINATION AND CANCELLATION”.

Venture X will not return funds for unused prepaid/discounted days or conference hours. Allotted monthly membership services such as conference hours or work days do not roll over to the following month(s).

V. MEMBERSHIP ADD-ONS Monthly Add-ons: Company Signage at Lobby (signage included): $200/year Phone line (phone included): $60/month Receptionist to answer phones with your company name: $145/month Additional Monthly Add-ons for Shared Desk Members: 24/7 Access: $60/month Mailbox: $50/month Filing Cabinet: $30/month Per Use Add-ons: BW Prints/Copies: $0.10/page Color Prints/Copies: $0.40/page Scans: Free Extra Conference Room Hours: $45 to $65/hour (ask us about our conference room packages) Day Pass: $30 (for guests) Shipping Services: $8 plus shipping and packaging Notary Services: $15 (for members) Events: ask us Front Desk Printing/Copying/Scanning Services (includes collating, stapling, and filling): BW: $0.25/page Color:$1.00/page 4 (of 6) Image scanning to email: $25/month (all mail will be scanned and emailed as PDF weekly). Key Replacement: 24/7 access card: $25 Office key: $10 Mailbox key: $10 Filling cabinet key: $10

VI. CONFERENCE ROOMS Conference rooms: Conference rooms are only available upon request or reservation. Conference reservation time includes setup and breakdown time. To make a reservation simply register online for live management: https://venturex.spaces.nexudus.com/en. Your login and password will be sent to you on a “Welcome email” once we create your account online. Any cancellations of a conference room must be made at least twenty four (24) hours in advance of the meeting. Any reservation cancelled within twenty four (24) hours will be charged at the full rate of the conference room rental. For weekly reservations, we must be notified at least forty eight (48) hours in advance prior to the scheduled date. Any weekly reservation cancelled within forty eight (48) hours will be charged at the full rate of the conference room rental. Please note that it may sometimes be possible to extend use of the room if your meeting runs longer than expected. To extend your reservation please first confirm availability with the Venture X team members or consult and book online. Conference Room hours allotted to each membership expires at the end of each billing cycle per membership. Conference room hours for members do not roll over into the following month. Exception: Purchased Conference Room Packages. They expire 1 year from the date of purchase.

VII. TERMINATION & CANCELATION Term: This agreement will be effective when signed by both parties. Each membership will begin on the Start Date specified in this Membership Agreement. Each membership will routinely renew until after you provide an exit notice thirty (30) days prior to terminate date. VentureX can also terminate the agreement if the Member(s) violated these Terms and Conditions. If the start date is a business day, the members will be entitled to move into the office space on the start date. If the start date is not a business day, the members will be entitled to move into the office space on the first business day after the start date no earlier than 9 a.m. Termination After the Start Date by Us: We may immediately terminate this agreement: upon breach of this agreement by you or any Member from your company; upon termination of our rights in the Premises; or 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 of this agreement. Termination After the Start Date by You: You may terminate this agreement by delivering to us an exit notice executed by the Primary Member at least thirty (30) days prior to the termination. You expressly agree that you may specify only the last business day of the calendar month as the termination date and you will not be entitled to pro ration with respect to such last month’s membership fee. On such last business day, you must vacate the office space no later than 4:00 p.m., and return all keys you might have in your possession (Mail box, File cabinet and 24/7 Access card). For Private Office Memberships, see Private Office Agreement. Removal of Property upon Termination: Prior to the termination of this agreement, you will remove all of your, team members’, and your guests’ property from Venture X. After providing you with reasonable notice, we will be entitled to dispose of any property remaining in or on the office space after the termination of this agreement without 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 to pay any fees reasonably incurred by us regarding such removal. Following the termination of this agreement, we will not forward or hold mail or other packages delivered to us. Deposit minus any outstanding VentureX fees for Services or damages will be returned to you.

VIII. FRANCHISE Being a member at Venture X allows you to be a part of something bigger. Venture X members that have a Desk Membership and up have access to other Venture X locations around the globe. This access allows you to use the common areas (lounge and open workspace) at other participating Venture X locations. Use of conference rooms and other additional amenities may incur additional charges from utilized location. Along with receiving access to other Venture X locations, you will also be able to connect with members via our online community board.

IX. MISCELLANEOUS Updates to the 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.

Public Profile: As default, your profile is set up as visible within the Venture X online network. If you wish to change the settings, please log into your account at: https://venturex.spaces.nexudus.com/en/profile .

Parties below agree to the terms and conditions above for a membership. Each membership will routinely renew for the same term until after the Member(s) provide an exit notice thirty (30) days prior to the last month.

VentureX can also terminate the agreement if the Member(s) violate these Terms and Conditions..