This Membership Agreement is entered into as of the date of registration and between the member identified in the registration (“Member”) and Create A Space. Create A Space (“Create A Space”) memberships are subject to the following terms of use (“Terms”).

Create A Space may update the Terms at any time and provide Member with notice through electronic means via email. 

1. Services. Create A Space will provide Member access to the services and amenities of the facility, including access to office space, content studios, the kitchen, restaurant, bar area, internet access, office equipment, meeting rooms, common space, events space, equipment rentals, physical activities, and knowledge resources, at the sole discretion of Create A Space (collectively, the “Services”). The Services are at all times subject to the Terms. 
    
2. Payment of Membership Fees. Member must pay the Membership Fees  prior to the use of the Services. Member must pay the Membership Fee payments through the online Create A Space membership registration portal via credit card or or Apple Pay®. Member is fully responsible for making all Membership Fee payments throughout the entire Membership Term.
    
3. Automatic Renewal. This Membership Agreement will automatically renew monthly, unless Member provides written notice of termination to Create A Space at least 30 days before the expiration of the current Membership Term. Upon providing notice of termination, Members are bound by the terms of this Membership Agreement for the remainder of the current Membership Term
    
4. Networking Events. Subject to Create A Space’s sole discretion, space availability and additional terms and conditions, Member is permitted to attend networking events (“Networking Events”) at Create A Space during the Membership Term at no additional cost. Member must RSVP to events.
    
5. CPI Inflation. Member authorizes Create A Space to adjust the Membership Fee on each anniversary of the execution of this Membership Agreement by an amount equal to the annual inflation adjustment, as determined by the U.S. Department of Labor Consumer Price Index.
    
6. Access. Member is generally entitled to access during business hours, 7 days a week. Create A Space reserves the right to change Member’s access to Create A Space in its sole discretion. Member acknowledges and agrees that Create A Space may periodically host private events during business hours and non-business hours (business hours are typically 7:00am – 11:00pm Monday to Friday and 7:00am - 1:00am Saturday and Sunday, but may vary) and that Member’s access during such events may be restricted.
    
7. Guest Policy. Create A Space may allow Member to bring guests. Member may invite guests any time Member books a business space, conference room, content studio, kitchen, or event space. If Member does not book a business space, conference room, content studio, kitchen, or event space, guests are only permitted unless Member receives written permission from the Concierge and are permitted to stay free of charge for the time the member remains at the facility. Member is responsible for all charges accrued by a guest and Create A Space has the right to bill the Member’s account directly for charges incurred by a guest. All guests must sign in upon entry. Guests are not intended to be re-occurring in nature and Create A Space may restrict guests at any time.
    
8. Alcohol. Create A Space may provide alcoholic beverages for consumption by Members that are 21 years or older. Member agrees to drink responsibly. Member is solely responsible for ensuring that its employees, agents, contractors or invitees are at least 21 years or older prior to serving them alcohol on Create A Space premises and ensuring that its employees, agents, contractors or invitees drink responsibly. Member agrees that it is solely responsible for any and all damages suffered by Member or its employees, agents, contractors or invitees or caused by Member or its employees, agents, contractors or invitees to third parties as a result of alcohol consumption on Create A Space premises including, but not limited to, property damage, personal injury, death, disfigurement, or loss of consortium.
    
9. Video Surveillance. Member acknowledges that areas of Create A Space are under video surveillance and recording may be in progress. Create A Space’s use of video surveillance is for safety purposes and to aid in the identification of individuals who are injured, behave in an unlawful or disruptive manner or cause damage to property.
    
10. Government Issued Photo Identification. Member is required to present a non-expired government issued photo identification, such as a driver’s license or passport, to Create A Space. Create A Space will maintain a copy of Member’s photo identification throughout the duration of Member’s Membership Term. If a photo identification provided to Create A Space expires during the Membership Term, Create A Space may request Member to provide an updated government issued photo identification.
     
11. Background Check. Create A Space may seek background information regarding Member that exists in the public record.
     
12. Credit Authorization. Create A Space reserves the right to seek credit information regarding Member in accordance with the Credit Check Certification and Authorization. The Credit Check Certification and Authorization is incorporated to the Terms herein by reference.
    
    
13. Member Damage of Property. If Member or any of its employees, agents, contractors or invitees damage, destroy, or unlawfully use any of the personal, real, or any other type of property owned, leased, or managed by Create A Space, Member shall reimburse Create A Space for the full replacement or repair cost of the damaged, destroyed, or unlawfully used property within 5 calendar days of Create A Space notifying Member of the replacement or repair cost thereof. Member authorizes Create A Space to charge Member’s credit card on file with Create A Space for the full replacement or repair cost of any Create A Space property damaged, destroyed, or unlawfully used by Member or Member’s employees, agents, contractors or invitees.
    
    
14. Prohibited Uses. The Member and its employees, agents, contractors and invitees will not use the Services in any manner that violates any applicable law, rule, regulation or requirement of any governmental authority, the Membership Agreement, the Terms or any other reasonable rule (including Covid-19 rules and guidelines), regulation or requirement that is established by Create A Space. The Member and its employees, agents, contractors and invitees will not use the Services in any manner that could damage, disable, overburden, or impair any Create A Space server, or interfere with any other party’s use and enjoyment of the Services. The Member and its employees, agents, contractors and invitees may not attempt to gain unauthorized access to any Services, accounts, computer systems, or networks connected to any Create A Space server through hacking, password mining, or any other means not made explicitly and intentionally available by Create A Space.
    
    The Member and its employees, agents, contractors and invitees will NOT use the Services for any of the following:
    
    (a)            In connection with contests, pyramid schemes, chain letters, junk email, spamming, spiming, or any duplicative or unsolicited message in any form to defame, abuse, harass, stalk, threaten, or otherwise violate the legal rights (such as the rights of privacy and publicity) of others.
    
    (b)            Publish, post, upload, distribute, or disseminate any inappropriate, profane, defamatory, obscene, indecent, or unlawful topic, name, material, or information on or through Create A Space servers.
    
    (c)            Upload, or otherwise make available, files that contain images, photographs, software, pornography, or other material protected by intellectual property laws, including but not limited to, by way of example: copyright laws, trademark laws, and rights to privacy, unless Member controls the rights thereto or has all of the necessary consents to the same.
    
    (d)            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.
    
    (e)            Upload any file that contains viruses, trojan horses, worms, time bombs, cancelbots, corrupted files, or any other similar software or programs that may damage the operation of another’s computer or property of another.
    
    (f)             Download any file that the Member knows or reasonably should know cannot be legally reproduced, displayed, performed, or distributed in such a manner.
    
    (g)            Restrict or inhibit any other member from using or enjoying the Services.
    
    (h)            Violate any code of conduct or other guidelines which may apply to any of the Services.
    
    (i)             Behave in an unprofessional manner.
    
    (j)             Use Create A Space for residential purposes, such as sleeping.
    
    (k)            Harvest or otherwise collect information about others, including email addresses, without the authorization or consent of the disclosing party.
    
    (l)             Act in any way that could reasonably be expected to injure the reputation of, be a nuisance, annoyance, or do damage to Create A Space or any other member.
    
    (m)          Create or operate under a false identity.
    
    Create A Space may determine, in its sole and absolute discretion, whether any of these Terms in this section have been violated by Member.
     
15. Disclosure to Authorities. Create A Space reserves the right to disclose any information that Create A Space deems, in its sole and absolute discretion, necessary to satisfy any applicable law, regulation, legal process, or government request. Create A Space may edit, refuse to post, or remove any information or materials from any physical or digital item that is connected to Create A Space in its sole and absolute discretion.
     
16. Confidentiality. Member acknowledges and agrees that during its participation in and use of the Services it may be exposed to Confidential Information. “Confidential Information” is any information, in whole or in part, disclosed by Create A Space or any participant, Member, or user of the Services or any employee, affiliate, or agent thereof, which is nonpublic, confidential, or proprietary in nature. Confidential Information also includes, without  limitation, information about business, sales, operations, know-how, trade secrets, technology, products, employees, customers, marketing plans, financial information, services, business affairs, any knowledge gained through examination or observation of or access to the facilities, computer systems and/or books and records of Create A Space, any analyses, compilations, studies or other documents prepared by Create A Space or otherwise derived in any manner from the Confidential Information and any information that the Member is obligated to keep confidential, or that the Member knows or has reason to know should be treated as confidential. 
    
    Member will maintain all Confidential Information in strict confidence. Member will not disclose Confidential Information or any derivative thereof to any individual, entity, or other type or organization at any time. This clause shall survive the termination of these Terms. All Confidential Information remains the sole and exclusive property of the disclosing party. Nothing in these Terms or in the Services will be construed to give a Member any rights to Confidential Information of any kind.
     
17. Disclaimer of Warranties. To the maximum extent permitted by law, Create A Space provides the Services “as is” together with all faults and hereby disclaims any and all warranties and conditions, express, implied, or statutory. The entire risk as to the quality, condition, accuracy, and completeness of the Services remains with the Member.
     
18. Assumption of Risk. Create A Space may provide physical activities in connection with the Services, including, but not limited to, dance classes, yoga and other fitness classes (the “Physical Activities”). Member acknowledges and agrees that participation in Physical Activities comes with inherent risks including the risks of injury, disability, and death. Member also acknowledges and agrees that participating in Physical Activities during unsupervised times increases and enhances certain risks. Knowing and appreciating all of these risks, Member knowingly and intelligently determines to expressly assume all risks associated with Physical Activities, whether caused by the ordinary negligence of Create A Space, other releasees, other participants or otherwise, and understands that its participation in Physical Activities is voluntary. Member is solely responsible for ensuring that its employees, agents, contractors or invitees understand the inherent risks associated with the Physical Activities and are physically sound (not suffering from any condition, impairment, disease, infirmity, or other illness) prior to participating in Physical Activities.
     
19. Limitation on Damages. To the maximum extent  permitted by applicable law, in no event shall  Create A Space, its 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, general, special, incidental, indirect, punitive, consequential, or other damages whatsoever  (including, but not limited to, damages for: loss of  profits, loss of Confidential Information, business interruption, personal injury, loss of privacy, failure to meet any duty including good faith or reasonable  care, negligence, and any other pecuniary or other  loss whatsoever) in any way related to the  participation in or inability to participate in or use of the Services, including Physical Activities, the provision of or failure to provide Services, or otherwise in connection with any provision of these Terms, even if the fault is in tort (including negligence), strict liability, breach of  contract, or breach of warranty of Create A Space, and even if Create A Space has been advised of the possibility of such damages. All Member equipment, materials, supplies, and all other property brought to Create A Space shall be at Member’s risk and Create A Space shall not be responsible for any damage, loss, or theft of the property.
    
    Member’s exclusive remedy for all of the foregoing shall be limited by actual damages incurred by Member up to $1,000. The foregoing limitations, exclusions, and disclaimers (including the disclaimer of warranties above) shall apply to the maximum extent permitted by applicable law, even if any remedy fails its essential purpose.
     
20. Early Termination by Create A Space. Create A Space reserves the right to terminate, at any time and in its sole and absolute discretion, the Membership Agreement or any of the Services, provided it gives Member 30 days’ notice that its membership, or the specified Service, will be terminated.
    
    
21. Events of Default and Remedies. Each of the following constitutes an “Event of Default” under the Membership Agreement: (a) Member fails to pay any Membership Fee or other monetary obligation under the Membership Agreement when due and such failure continues for a period of 15 days; (b) Member breaches any Create A Space code of conduct; (c) Member engages in any of the Prohibited Uses identified in Section 19; or (d) Member engages in any act that violates and/or infringes upon rights of others, damages the reputation of Create A Space, constitutes gross negligence, or seriously and/or materially breaches the Terms.
    
    21.1.       Upon the occurrence of any Event of Default, Create A Space may, without terminating Member’s obligation to pay Membership Fees or other amounts payable by Member under the Membership Agreement, elect to terminate the Membership Agreement and the Member’s participation in and use of the Services by giving notice to Member, which termination shall be effective as of the date of such notice or any later date specified by Create A Space in such notice (and on the effective date of such termination, all obligations and liabilities of Create A Space under the Membership Agreement shall terminate), and without further notice, Create A Space shall have the right to remove Member and all other persons and property from the Create A Space premises, without liability for damage to, and without obligation to store, such property. No action or omission by Create A Space shall be construed as an election by Create A Space to terminate the Membership Agreement, nor shall the same operate to release the Member in whole or in part from any of Member’s obligations hereunder, unless express written notice of such intention is delivered by Create A Space to Member. 
    
    21.2.       Create A Space shall be entitled to recover all losses and damages it incurs as a result of its termination of the Membership Agreement upon an Event of Default, including without limitation: (1) accrued Membership Fees to the effective date of termination together with late charges and interest thereon at the rate of 18% per  annum (the “Default Rate”) from the date owed through the date paid; plus (2) all costs of enforcing the Membership Agreement against Member; plus (3) the present value of the Membership Fees, discounted at a rate of interest equal to 8% per annum (the “Discount Rate”), that would have accrued under the Membership Agreement during the term of the Membership Agreement, reduced by the present value of the actual Membership Fees, discounted at the  Discount Rate, received from Create A Space’s successful remarketing of the membership; plus (4) any other costs or amounts necessary to compensate Create A Space for all damages resulting from Member’s failure to  perform its obligations under the Membership Agreement. If a court of competent jurisdiction determines that the Default Rate has exceeded the maximum rate allowed by law, the excess of the amount collected over the legal rate of interest will be applied to any amount owed, retroactively, as of the date of receipt.
    
    21.3.       Create A Space’s pursuit of any of the foregoing remedies shall not preclude its pursuit of any other remedies provided in the Membership Agreement or otherwise provided by law, nor shall its pursuit of any remedy in the Membership Agreement forfeit or waive any Membership Fees due to Create A Space or any damage accruing to Create A Space by reason of the violation of any of the Terms, provisions and covenants contained in the Membership Agreement. Create A Space’s failure or delay to enforce one or more of the remedies provided herein upon an Event of Default shall not be deemed or construed to constitute a waiver of such Event of Default. Create A Space may bring suit for any amounts owed by Member under the Membership Agreement as the same accrue or after the same have accrued, and no suit or recovery of any such amount shall be deemed to waive Create A Space’s right to collect all amounts to which Create A Space is entitled hereunder, nor shall the same serve as any defense to any subsequent suit brought for any amount not theretofore reduced to judgment. Create A Space shall have no obligation to observe or perform any provision of the Membership Agreement on its part to be observed or performed which accrues after the date of any uncured Event of Default by Member. The times set forth herein for the curing of violations by Member are of the essence.
     
22. Interest and Late Charges. Any Membership Fees not paid when due shall bear interest beginning 15 days after the due date at the Default Rate. In addition, in the event Create A Space does not terminate the Membership Agreement under Section 21.1, Member shall pay Create A Space a late charge equal to 10% of the amount 15 days overdue to compensate Create A Space for the extra costs Create A Space will incur as a result of such late payment. The parties agree that (a) it would be impractical and extremely difficult to fix the actual damage that Create A Space will suffer on account of Member’s late payment, (b) such interest and late charges represent a fair and reasonable estimate of the detriment that Create A Space will suffer by reason of a late payment by Member, and (c) the payment of interest and late charges are distinct and separate in that the payment of interest is to compensate Create A Space for the use of Create A Space’s money by Member, while the payment of late charge is to compensate Create A Space for Create A Space’s processing, administrative and other costs incurred by Create A Space as a result of Member’s delinquent payments. Acceptance by Create A Space of any Membership Fees, late charges and/or interest payments following the date when due by Member shall not be deemed consent by Create A Space to late payments, nor a waiver of Create A Space’s right to insist upon timely payments at any time, nor a waiver of any remedies to which Create A Space is entitled as a result of the late payment of membership fees.
     
23. Non-Disparagement. During and after the Membership Term, Member will refrain from making any statements of a defamatory or disparaging nature to any third party or the general public regarding Create A Space or any of its owners.
    
    
24. Indemnification. Member releases, and hereby agrees to indemnify, defend and hold harmless Create A Space, its affiliates, divisions, and their past, present and future officers, agents, shareholders,  members, representatives, employees, successors and  assigns from and against, and will reimburse such  indemnified parties for, all claims, liabilities, losses, damages, costs, expenses, judgments, fines and  penalties based upon or arising out of or in connection  with (a) the actions, errors, omissions, negligence,  willful misconduct or fraud of Member or any of its employees, agents, contractors or invitees, (b) any  breach or default in the performance of any of  Member’s obligations under any of the agreements, terms, covenants or conditions of the Membership Agreement or the Terms or (c) any incident that occurs in connection with the Services, including Physical Activities, which results in personal injury to Member or an employee, agent, contractor or invitee of Member unless resulting from the negligent acts or omissions of Create A Space; (d) any incident that occurs in connection with alcohol consumed at Create A Space which results in personal injury to Member or its employees, agents, contractors or invitees or any third party. Member further agrees in the event that it brings a claim or lawsuit in violation of these Terms, it shall be liable for any attorneys' fees and costs incurred by Create A Space or its respective officers, agents, or owners in connection with the defense of such claim or lawsuit.
    
    
25. Employee Behavior. Member is responsible for the behavior of its employees, agents, contractors and invitees, including their compliance with applicable laws, rules, regulations and requirements of any governmental authority, the requirements of the Membership Agreement and the Terms and any other reasonable rule, regulation or requirement that is established by Create A Space and communicated in writing to the Member. Member is responsible for its employees’, agents’, contractors’ and invitees’ compliance with all applicable laws, rules and regulations concerning alcohol, tobacco and other controlled substances and is liable for enforcing responsible and legal use of the same. If Create A Space determines, in its sole and absolute discretion, that the behavior of an employee, agent, contractor or invitee of the Member does not comply with the Membership Agreement and the Terms and any other reasonable rule, regulation or requirement that is established by Create A Space and communicated in writing to the Member, Create A Space may prohibit such employee, agent, contractor or invitee from access to the facility.
     
26. Commercial Transaction. Member acknowledges and agrees that this Membership Agreement was made for commercial or business purposes.
     
27. Severability. In the event that any provision or portion of these Terms are determined to be invalid, illegal, or unenforceable for any reason, in whole or in part, said provision shall be reformed so as to best effectuate the intent of these Terms and the remaining provisions of these Terms shall be unaffected thereby and shall remain in full force and effect to the fullest extent permitted by applicable law.
     
28. Authority. Member has all requisite legal authority to enter into and abide by the Terms without any further authorization or approval. Member’s participation or use in the Services is of its free will and does not violate or breach any license, contract, instrument, or any other obligation to which Member is a party.
     
29. Waiver. The failure or delay by Create A Space to enforce or exercise any of its rights or remedies herein shall not be construed as a waiver hereof, nor affect the ability to Create A Space to enforce any of Create A Space’s rights and remedies herein. No waiver of any Member default by Create A Space shall be held to be a waiver of any other default.
     
30. Assignment. Member shall not assign, delegate or otherwise transfer any of its rights or obligations under the Membership Agreement without Create A Space’s prior written consent. Create A Space reserves the right to assign, delegate or otherwise transfer any of its rights or obligations under the Membership Agreement without Member’s consent.
     
31. Governing Law. The Membership Agreement shall be governed by and shall be construed in accordance with the laws of the State of Ohio without regard to application of choice-of-law rules or principles. The parties hereby agree to the exclusive jurisdiction and venue of the state and federal courts located in Lake County, Ohio. 
     
32. Entire Agreement and Modification. The Membership Agreement, including any and all Addendums, supersedes all prior agreements, whether written or oral, between the parties with respect to its subject matter and constitutes a complete and exclusive statement of the terms of the agreement between the parties with respect to its subject matter. Except as otherwise specifically provided herein, the Membership Agreement may not be amended, supplemented, or otherwise modified except by a written agreement executed by the party to be charged with the amendment.
     
33. Counterparts. The Membership Agreement may be executed in one or more counterparts and by facsimile or electronic transmission (including by PDF), each of which shall be deemed an original, but all of which taken together shall constitute one and the same agreement.