Terms & Conditions

Merritt 23 LLC dba Merritt Workspace
2246 Irving St
Denver, Colorado

TERMS AND CONDITIONS
Effective 1/1/2024

1. The following are the Merritt Workspace Terms and Conditions that apply to
   the Merritt Workspace Agreement. Even if you are not the primary signer,
   all members of your company or organization must adhere to these Terms and
   Conditions.

2. Each member's primary workspace is based on the selected membership
   package, Private Office or Dedicated Desk.

3. Terms and Conditions are subject to change. The most current Terms and
   Conditions are always available from the Merritt Workspace Management with
   an email request. Any potential changes to the Terms and Conditions will
   be emailed to Members upon implementation. Merritt Workspace Management
   retains the right to implement changes necessary for the continued
   efficient operations and the safety and security of all its Members.

4. CANCELLATION AND TERMINATION POLICY.

   (a) Initial Payment Structure. Upon execution of the Member Agreement,
       Member shall remit payment for both (i) the first month of
       membership (prorated from the start date through the end of the
       start month) and (ii) one (1) full month of membership fees, which
       shall be held by Merritt Workspace as the "Last Month's Membership
       Fee" (also referred to as the "Security Deposit" or "Last Month
       Deposit"). The Last Month's Membership Fee is applied to the
       Member's final month of membership upon proper cancellation in
       accordance with this Section 4.

   (b) Required Notice. To cancel a membership, Member must provide
       Merritt Workspace with written notice of cancellation no fewer
       than thirty (30) calendar days prior to the intended last day of
       membership ("Cancellation Notice"). Cancellation Notice must be
       delivered by (i) email to memberservices@merrittworkspace.net,
       (ii) letter sent to Merritt Workspace, 2246 Irving St., Denver,
       CO 80211, or (iii) the in-portal "Cancel membership" function,
       which constitutes written notice for purposes of this Section.

       Effective Date of Termination. For administrative and billing
       consistency, termination shall be effective on the last day of
       the calendar month immediately following the Member's then-
       current paid-for billing period (i.e., the calendar month for
       which the next monthly invoice would otherwise have been
       issued). In substantially all cases this satisfies or exceeds
       the thirty (30) day notice requirement. Member's access to the
       Workspace shall continue through, and shall cease at the end
       of, said effective date.

   (c) Application of Last Month's Membership Fee. Provided that Member
       has delivered timely Cancellation Notice in accordance with
       Section 4(b), Member shall NOT be invoiced or charged for the
       final month of membership. The Last Month's Membership Fee
       previously collected at sign-up shall be applied as a credit
       against the final month's recurring invoice such that said
       invoice nets to zero dollars ($0.00), and no additional monthly
       payment shall be charged to Member's payment method on file for
       that month.

   (d) Forfeiture for Insufficient Notice. If Member fails to provide a
       full thirty (30) days' written notice as required by Section
       4(b)—including, without limitation, immediate or "same-day"
       cancellation, abandonment of the Workspace, or any cancellation
       effective sooner than thirty (30) days after the date Cancellation
       Notice is received by Merritt Workspace—Member hereby agrees and
       acknowledges that Merritt Workspace shall be entitled to retain
       the entirety of the Last Month's Membership Fee as liquidated
       damages, and Member shall have no right to any refund, credit, or
       offset of said fee. The parties agree that actual damages from
       insufficient notice would be difficult to ascertain and that the
       Last Month's Membership Fee represents a reasonable estimate of
       such damages.

   (e) Inspection Right and Additional Charges. Commencing on the first
       (1st) day following Merritt Workspace's receipt of Cancellation
       Notice and continuing through and including the last day of
       membership, Merritt Workspace shall have the unrestricted right,
       in its sole discretion and upon reasonable notice to Member, to
       enter and inspect the Workspace and any associated areas
       previously assigned to or used by Member, for the purposes of
       (i) assessing the condition of the Workspace, furniture,
       equipment, and fixtures, (ii) documenting any damage, excessive
       wear, missing items, or required cleaning beyond ordinary use,
       and (iii) determining and assessing any additional charges,
       restoration costs, housekeeping fees, lost-key fees, or other
       sums for which Member is liable under this Agreement. Merritt
       Workspace reserves the right to invoice Member for any such
       additional charges, and Member authorizes Merritt Workspace to
       charge any payment method on file for the assessed amounts.

   (f) Return of Property. All furniture, equipment, keys, file
       cabinets, access devices, and any other item or device provided
       by Merritt Workspace must be returned to Merritt Workspace on or
       before the last day of membership. Member will be invoiced for
       any lost or damaged equipment, keys, or access devices. All keys
       and access devices must be returned within forty-eight (48) hours
       of the last day of membership or a $250.00 fee per item will be
       assessed.

   (g) Post-Departure Inspection. Notwithstanding Section 4(e), Merritt
       Workspace shall additionally have thirty (30) days following the
       Member's full departure from the Workspace to conduct a final
       inspection, assess any charges due to damage or other Member
       liability, and to process any final accounting. Any sums owed
       beyond the Last Month's Membership Fee shall be invoiced to
       Member and are due upon receipt.

5. Early Termination: Merritt Workspace reserves the right to immediately
   terminate any Member or their employees, vendors or guests that do not
   follow Merritt Workspace Terms and Conditions; act in a manner that is
   disrespectful to other Members, their employees or guests, or Merritt
   Workspace Team; treat Merritt Workspace and other Members information in
   an unethical manner; or otherwise show disruptive or harassing behavior.
   Merritt Workspace may terminate any membership at the end of its term by
   providing immediate notice to the Member.

6. Month-to-Month Termination. Members on month-to-month terms may
   terminate by providing written thirty (30) day notice in accordance
   with Section 4. Early termination of longer-term packages by Member
   may be considered on a case-by-case basis by Merritt Workspace, but
   in all cases the notice and forfeiture provisions of Section 4 shall
   apply.

7. Member Default. If the Member does not pay the entire invoice by the 1st
   of the Month following invoicing or defaults on any other Terms and
   Conditions, the Member will be subject to termination and collection
   actions. Merritt Workspace will make every effort to resolve this issue
   with the Member to avoid declaring default and will not take any
   termination or collections actions until three (3) days following delivery
   of written notice via US Mail. If the Member has not contacted Merritt
   Workspace and made arrangements to cure the default, within 3 days of
   receiving the notice, Merritt Workspace may discontinue service and
   restrict Members access to all Workspace services.

   Late payment policy: If payment is not received by the 5th, a charge of
   20% of the outstanding balance will be assessed. For every 5 days
   following, an additional $200 will be incurred.

   Member may be reactivated, at the discretion of Merritt Workspace,
   following payment of all invoices and fees owed plus a reactivation fee
   of $200.00.

8. Work Space Abandonment. Work Spaces will be deemed abandoned if no
   payment or communication with the Merritt Workspace Management is made
   within 14 days of the invoice due date. Should a Workspace be deemed
   abandoned, all contents will be disposed of as allowable by Colorado law
   and the space will be reallocated to a new member.

9. Reassignment. Member Agreement may not be reassigned by the Member for
   any reason.

10. Workspace Control. The agreement made between the Member and Merritt
    Workspace constitutes a serviced Workspace agreement, not a lease.
    Merritt Workspace retains overall control of the Workspace and may
    transfer the benefit of your agreement and our obligations under it at
    any time. Member has no real-property interest of any kind in the
    Workspace.

11. Use of the Workspace. The Merritt Workspace is subject to the rules and
    regulations of the building landlord and all business operations are
    subject to these requirements. All physical property remains under the
    control of Merritt Workspace and as such, the Merritt Workspace
    Management may enter any Workspaces at any time without express
    permission of the Member. We respect your privacy and that of your data,
    files and belongings, therefore Merritt Workspace Management will only
    enter your Workspace in the case of emergency or for cleaning or
    maintenance.

    The Workspace is intended to be used solely for office use. You cannot
    store or operate in the Workspace any large business machines,
    reproduction equipment, heating equipment, stove, radio, stereo
    equipment or other mechanical amplification equipment, vending or coin
    operated machine, refrigerator or coffee equipment. Additionally, you
    must not cook, use or allow oil burning fluids, gasoline, kerosene for
    heating or lighting to be used in the Workspace. No chemical deemed a
    fire or health hazard, or any explosives will be brought into the
    Merritt Workspace. No burning of candles or incense is allowed. No
    offensive gases, odors or liquids are permitted on the property.
    Firearms are strictly prohibited.

    Members are responsible for keeping a clean and tidy work area. Merritt
    Workspace members outside of semi-permanent spaces are required to
    clear work surfaces at the end of each day, as Workspaces may be used
    for APPROVED after-hours private events.

12. Use of Brand and Workspace. You may not use the name "Merritt Workspace"
    or the specific brand name in connection with your business. You cannot
    use the Workspace as your registered address for legal process service.

13. Workspace Location. Merritt Workspace may, at any time, add additional
    Workspace locations.

14. Confidentiality. The terms of your agreement are confidential and may
    not be disclosed by Merritt Workspace or you without express written
    consent of either party, unless required by a legal authority.

15. Modifications to any Agreement. Any agreement may only be modified via
    written agreement between Merritt Workspace and the Member. If any
    terms of any agreement are deemed invalid or unenforceable, the
    remainder of the agreement will not be affected.

16. Indemnity. The Member hereby agrees to defend, indemnify, and hold
    harmless Merritt Workspace, against any claims, demands, fines,
    actions, orders, and judgments of any kind and from and against any and
    all costs and expenses, including reasonable attorney's fees, resulting
    from loss of life, bodily or personal injury or property damage
    arising, directly or indirectly, out of or on account of any occurrence
    at the Workspace or occasioned wholly or in part through the use of the
    Workspace by the Member or by an act of omission or negligence of the
    Member or its employees, agents or contractors, unless and except any
    such loss or damage caused by the willful misconduct or gross
    negligence of Merritt Workspace. In the event Merritt Workspace is made
    party to any legal action by reason of the Member's interest in the
    Workspace or in the event Merritt Workspace commences legal action
    relating to the Workspace and/or Member's use thereof, the Member will
    be liable for all costs and expenses incurred by Merritt Workspace as a
    result thereof, including reasonable attorneys' fees.

17. Applicable Law. The Workspace agreement shall be governed by the laws
    of the State of Colorado.

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FEES
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1. Invoices. Monthly invoices are distributed on the 25th business day of
   each month to the email account you provided. Monthly invoices will be
   itemized to include (1) the standard monthly fees based on your
   Workspace agreement and (2) any additional services utilized during the
   previous month. Monthly fees are billed in advance and additional
   services are billed on the first invoice following the service.

2. Payment. Payment is due on or before the 1st of each month and may be
   paid by credit card, ACH out of a bank account, or cash. Checks
   (personal or business) are not accepted unless specifically arranged. A
   3.5% credit card fee will be added to all invoices. If paid by ACH/EFT,
   no credit card fee will be due.

   All memberships, setup fees or prepaid services must be paid in full
   prior to the commencement of service.

3. Housekeeping Fee. A housekeeping fee will be charged to any Member to
   cover costs for any repairs or excessive cleaning that becomes
   necessary to bring the Workspace back up to Merritt Workspace standards.
   The Member agrees to pay for any damages related to carelessness,
   neglect or misuse of the Merritt Workspace equipment, facilities,
   property or other Member's property damaged by the assessed Member.

4. Insufficient Funds. Accounts for which checks are returned by the bank,
   credit card company or credit union for insufficient funds will be
   charged a non-refundable insufficient funds fee of $35.00 or the maximum
   amount permitted by Colorado law.

5. Renewals. Your initial agreement term is highlighted. At the end of the
   stated term, you will be presented a renewal form listing renewal
   options. If the agreement is not extended prior to the expiration date,
   your membership will convert to a month-to-month term subject to any
   market increases, termination, term or other aspects as determined by
   Merritt Workspace.

6. Rate Changes. Workspace rates are fixed for term of the agreement.

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SERVICES AND OFFICE AREAS
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1. Workspace Options. Workspace options can be mobile, dedicated desk or
   private office. Merritt Workspace package and interior options are
   selected as part of your agreement for a specific term. Workspace
   requests that are not specifically selected on your agreement can be
   requested any time at a potential additional cost. Mobile workspaces
   are unassigned and open on a first-come, first-served basis.

2. Conference Rooms. The Conference rooms are available on an hourly basis
   – minimum one hour reservation is required. If member doesn't cancel
   booking within 24 hours they may be charged to their conference credit
   or the rental fee if they do not have conference credits available.

3. Phone Rooms. Phone booths for Member's single call use. These will be
   available at no additional cost for members on a first come first serve
   basis. Cell phone use in the common areas is NOT ALLOWED.

4. Optional Services. Merritt Workspace Members can select Future Optional
   Services on an as-needed basis. Pricing of these Future Optional
   Services is subject to change without notice. The Optional Services
   list will be available from the Merritt Workspace Management.

5. Internet Services. Wireless and wired Internet service is available for
   all memberships. If such services fail for any reason, Merritt
   Workspace will make every effort to work with the provider of these
   services to restore operations quickly; however, these services are
   provided by external vendors and response time is out of Merritt
   Workspace's control. Member(s) will not hold Merritt Workspace
   financially liable for loss of data, files, presentations or business
   transactions as a result of any disruption in these services. Use of
   the Merritt Workspace internet or telephone service to access or
   download contaminated or offensive files, images, movies and/or
   websites is strictly prohibited. This will be cause for immediate
   termination.

6. Mail and Package Services. Merritt Workspace offers a street address
   for mail and package delivery and will provide signature acceptance of
   said items on your behalf. You release Merritt Workspace and the
   Merritt Workspace Team from any liability incurred in connection with
   the acceptance of mail or packages received on your behalf. Merritt
   Workspace provides United States Post Office® (USPS), FedEx® and UPS®
   mail at an additional fee. You release Merritt Workspace and the
   Merritt Workspace Team from any liability incurred in connection with
   this shipping service. Merritt Workspace will comply with the USPS and
   all shipping carrier regulations regarding your mail and you are also
   required to comply with these regulations.

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COMMON AREAS
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1. Breakroom and Common Areas. Merritt Workspace includes common areas to
   facilitate social networking and mental relaxation, including a "break
   area" with coffee and tea, and television sets that may be operational
   during work hours.

   Member acknowledges that alcoholic beverages may be onsite for the
   enjoyment of Members and their guests. Members hereby state that they
   will not allow guests or employees that are not of the age of 21 to
   consume any alcoholic beverages on site. Additionally, if Member has an
   employee under the age of 21, they will notify Merritt Workspace of the
   person(s).

   Member will not hold Merritt Workspace liable for personal items left,
   guest or employee misconduct, or consumption of alcohol by minors in
   their position. Member also understands that noise levels may at times
   increase with the use of common areas and will not harass Members
   using this area. If noise becomes excessive, please contact the
   Merritt Workspace Management for assistance.

2. Lockers. Merritt Workspace may provide individual, locking lockers as
   part of all mobile and dedicated desk agreements. These lockers
   provide secure storage for your personal items on a limited basis and
   must be emptied and the key returned at the end of each business day.

3. Maintenance and Control of Common Areas. Merritt Workspace agrees to
   keep all common areas clean and maintained for customer use. Member
   agrees to respect common areas and keep them clean and free of
   clutter.

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ADDITIONAL TERMS
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1. Member Behavior. Member and/or Member's officers, directors, employees,
   shareholders, partners, agents, representatives, contractors,
   customers, or invitees may not harass or show abusive behavior to
   Merritt Workspace Team members, other Members or invitees, either
   verbally or physically, for any reason. This will be cause for
   immediate termination.

2. Inventory. Merritt Workspace may provide you with an inventory of
   negotiated services as part of your Workspace agreement and will
   require your signature to accept the listed Workspace, furniture and
   equipment you are contracted to use. This inventory may include
   verifying the item's condition upon acceptance, information regarding
   the keys and security devices issued to you, and any negotiated
   additional services.

3. Business Hours. Normal business hours are Monday – Friday from 8:00
   a.m. to 5:00 p.m. Arrangements to utilize the Workspace after normal
   business hours must be confirmed by obtaining written consent of the
   Merritt Workspace Management. Do not post signs without written
   approval from the Merritt Workspace Management.

4. Non-Business Hours Use. Specific Merritt Workspace memberships allow
   access to Merritt Workspace after normal business hours with APPROVAL
   ONLY. Members and/or guests are expected to conduct themselves in a
   manner that is respectful and appropriate to other members and guests,
   and to Merritt Workspace property. Merritt Workspace is solely
   intended to be an office space and therefore any use as a residence or
   overnight lodging/sleeping anywhere on Merritt Workspace premises is
   strictly prohibited. Guests accompanied by members are welcome during
   these hours, but any gathering or party of more than 2 individuals
   must be approved in advance by Merritt Workspace staff.

5. Keys and Security. Private offices are provided with keys. Additional
   keys are $10 per key. Keys and other security devices are the property
   of Merritt Workspace and Members may not make copies or allow anyone
   else to use them without consent. Any lost keys or other entry devices
   must be reported immediately to the Merritt Workspace Team. Members
   will be required to pay for replacement keys, cards or other devices
   and rekeying of the building locks. The cost for replacement keys,
   devices or rekeying will be determined on an individual basis. If you
   have requested and received written permission to use the Merritt
   Workspace outside normal business hours, it is your responsibility to
   turn off the lights and lock both exterior doors when you leave. The
   Merritt Workspace Management Team will provide instructions for
   turning off the lights and locking the doors.

6. Member Liability. Members using the Merritt Workspace after normal
   business hours are financially liable for any damages caused by their
   staff, officers, directors, employees, shareholders, partners, agents,
   representatives, contractors, customers, or invitees related to
   carelessness, neglect, misuse or abuse of the Merritt Workspace
   furnishings and property, as well as damage to any other Members
   personal items that occur as a result of their occupying the Merritt
   Workspace after normal business hours. This includes damage or theft
   that occurs if the Member fails to secure the Merritt Workspace
   exterior doors upon leaving the premises.

7. Property Insurance. Merritt Workspace will maintain property and
   general liability insurance for the Merritt Workspace and the Merritt
   Workspace furniture. Each Member is responsible for providing personal
   property and general liability insurance for their approved art,
   personal property, furnishings, furniture, equipment, employees,
   guests, vendors or business documents. Merritt Workspace is not liable
   for damage to a Members personal or business property that is
   damaged, misused or abused by other Members during or after business
   hours and special events. Each Member shall provide the Merritt
   Workspace Management with a Certificate of Insurance.

8. Privacy Policy. Merritt Workspace does not sell, trade, or otherwise
   transfer any Member's personal information, except when required by
   law.

9. Alterations and Additions. With the exception of standard, approved
   artwork, pictures, and whiteboards, you may not affix anything to the
   windows, walls or any other part of the office or the Merritt
   Workspace, or make alterations or additions to the Merritt Workspace
   without the prior written consent of the Merritt Workspace Team.

10. Additional Locks. You may not install additional locks of any kind on
    any of the doors, windows, files, lockers or any other equipment
    within the Merritt Workspace, and the Member may not make any changes
    to existing locks or systems.

11. Solicitation. Canvassing, soliciting and peddling are prohibited in
    the Workspace. You may network with other Members for any business
    purpose with their consent. Solicitation of Merritt Workspace Staff
    for purposes of employment or otherwise, without prior consent from
    Merritt Workspace Management, is strictly prohibited.

12. Member Property. If you have signed an agreement for a Merritt
    Workspace, it is your responsibility to ensure that your information
    or equipment is locked, and its contents secured. All property
    belonging to you or any employee, agent or invitee and brought into
    the Workspace is at the risk of such person only. Merritt Workspace
    will not be liable for damages or theft.

13. Animals. Other than certified assistance animals, none may be brought
    into the Workspace.

14. Smoking. Smoking is not permitted at any time in any area of the
    Merritt Workspace or within 30 feet of any door.

15. Virus Protection. Merritt Workspace servers and other technology
    equipment are shared by all Merritt Workspace Members. All Members
    are required to maintain current software anti-virus, malware and
    spyware protection on any computer equipment that is connected to any
    of the Merritt Workspace networks. Service interruption directly or
    indirectly caused by failure to maintain current software anti-virus,
    malware and spyware protection will result in Member being required
    to pay the reasonable costs of repairing such service interruption.
    Member will not hold Merritt Workspace liable for any anti-virus,
    malware or spyware on Member's computer equipment. Members will not
    hold Merritt Workspace liable, in accordance with paragraph 16, for
    any loss of use, data files or other business information as a
    result of connecting to the Merritt Workspace Wi-Fi or internet.

As a member of Merritt Workspace I understand and agree to abide by these
Workspace terms and conditions.