MEMBERSHIP AGREEMENT. This Membership Agreement ( Agreement ) is made as of the day of,

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1 MEMBERSHIP AGREEMENT This Membership Agreement ( Agreement ) is made as of the day of, 2017( Effective Date ), by and between BootUP Ventures, LLC, a Delaware Limited Liability Corporation ( BootUP ) and Wings UP Entertainment, LLC, a Delaware Limited Liability Company (collectively, BootUP Wings ),having its principal place of business at 68 Willow Road, Menlo Park, CA. and, whose address is ( Member ). MEMBERSHIP TERMS & CONDITIONS BootUP Wings and the BootUP BootUP Wings is a proprietary global member network focused on entrepreneurship and innovation within the BootUP Ventures ecosystem run by BootUP Ventures, LLC. BootUP Wings members have the right to access the private membership desk and networking space, The BootUP ( The Nest ) located at BootUP Ventures at 68 Willow Road, Menlo Park, CA ( BootUP ; the Facility ). BootUP Wings members have the use of a Nest Desk at The Nest. BootUP reserves the right to close the Nest from time to time to the Members in order to host private member events. BootUP Wings members also have the opportunity to access other BootUP partner facilities globally, as defined from time to time. BootUP Wings reserves the right to charge members a joining fee and an annual membership fee for admission and inclusion in the BootUP Wings member network. BootUP Wings reserves the right to refuse admission to BootUP Wings or the BootUP for any reason or no reason in the sole discretion of BootUP management. RIGHTS AND PRIVILEGES OF MEMBERSHIP A Member shall be entitled to all the rights and privileges of membership as defined from time to time and available on BootUP s website. Members shall be bound by these rules as defined in Annexure B but shall have no proprietary rights or interest in any of the premises or in respect of property of BootUP or The Nest or any other sanctioned and defined BootUP global partner facility. The access to is only from 9am - 6pm, Monday through Friday. MEMBERSHIP PAYMENT Upon approval of membership; membership fees become payable immediately. By providing BootUP with your credit card details, you accept and consent to your card being charged with membership fees upon your application being approved. Membership fee shall be charged to Client s credit card on file (authorization form attached hereto as Annexure C). Client shall maintain a valid credit card number on file with BootUP. In the event of a failed attempt to charge the card on file, BootUP reserves the right to charge Client a fee of $5 per day in which the Client does not maintain a valid credit card on file. All bills must be settled in full before leaving the premises. There are no credit facilities. Members are responsible for their guests bills if they are not paid. -1-

2 You may withdraw your membership application within the 7day cooling-off period by contacting the BootUP Membership Team. After the 7day cooling-off period your membership fees are non-refundable. You may terminate your membership at any time. Any applicable refund will be at the discretion of BootUP. RULES, REGULATION AND MEMBERSHIP RENEWAL Membership renewals are not automatic and are reviewed by a renewal committee on an annual basis. Membership requires adherence to accepted standards of conduct and rules, as defined in Annex B. Failure to do so may result in Member s use being suspended or terminated. Rules and regulations of other BootUP partner global locations apply. The decision of the renewal committee is final and without appeal. MEMBERSHIP DATABASE It is important for BootUP to have current member details, plus a photograph, in the membership database. If contact or payment details change, please let the BootUP Wings Membership Department know. Member agrees to publish respective contact information in its membership directory (print and online) and agrees to accept and announcements from BootUP. LIABILITY BootUP Wings and The Nest, its servants, and/or agents shall not be liable to any member or guest of a member for any loss damage or injury suffered by them or their property how so ever caused. INTERPRETATION OF THE RULES In the event of any dispute arising as to the meaning or interpretation of these rules, the matter shall be referred to the BootUP Wings Committee, whose decision shall be final. These rules shall be governed and construed in accordance with the applicable federal and Californian state law and you agree to submit to the exclusive jurisdiction of the courts in California. AMENDMENTS TO THE RULES The Proprietor may change the rules by displaying notification of the change on the BootUP Wings Nest s premises for a period of 7 days. A copy of these rules will be made available to all members upon reasonable notice. MEMBERSHIP FEES: Member should select the membership plan as defined in Annexure A. [Signature page follows.] -2-

3 IN WITNESS WHEREOF, the parties hereto have executed this membership agreement as of the day and year first above written. Wings Up Entertainment, LLC, a Delaware Limited Liability Company By: Name: Title: (Wings Up Entertainment, LLC, a Delaware Limited Liability Company) Date: MEMBER: By: Name: Title: ( ) Date: -3-

4 Annexure A MEMBERSHIP FEES Monthly Membership Fee : Quarterly Membership Fee : Yearly Membership : Remote Membership (Half Yearly): Remote Membership (Yearly): (Remote Membership is for people staying outside California) Membership Start Date: -2-

5 Annexure B Rules &Regulations and Code of Conduct DISCIPLINARY PROCEDURE Conduct that is prejudicial to the reputation and character of BootUP and The Nest, including but not limited to those outlined in Annexure B, may result in suspension or expulsion. Such conduct may include violent or abusive behavior, the communication of information concerning the network affairs or members or their guests to the media. An expelled member may not return as a guest. A refund of the expelled member s subscription will be at the discretion of BootUP management. Any member or members who willfully remove damage or destroy any property belonging to BootUP or to members or to guests on the premises will be liable to expulsion. Every member binds him/herself to abide by the rules, bylaws and regulations of The Nest upon acceptance as a member. If the Proprietor considers that any member s (or his or her guests ) conduct either inside or outside of the premises is, at its his absolute discretion, contrary to the interests of The Nest or BootUP, BootUP may expel the member from the premises and/or suspend or terminate that member s membership. PERMITTED USE Client agrees to use the Facility only for legal purposes. Use of the Facility for any illegal or illicit purposes shall be considered a breach of this Agreement and grounds for immediate termination. ILLEGAL SUBSTANCES No member or guest of a member shall use, ingest, possess or distribute illegal drugs while on the premises. If any of the uses above prove true, the membership in question will be terminated. ATTIRE The BootUP Wings Nest fosters a non-corporate Silicon Valley atmosphere. To preserve this casual environment, we don t require formal business wear and encourage casual business attire. CONDUCT OF PRIVACY FOR MEMBERS/GUESTS We ask that all members treat other members and staff with respect and are cognizant of others privacy and personal space. Our staff is trained to make the introductions to other members you might not be acquainted to, so please use them at your discretion to make new introductions. MEMBERSHIP SIGN IN All Members are required to sign in at the front reception area in order to gain entry. Please note that the membership is non-transferrable and therefore any member who allows his or her membership to be used by a non-member shall be expelled from the premises. GUESTS Members are permitted up to two guests per day. A member s guest(s) may not enter the BootUP Wings Nest without that member present. Guests are not allowed to remain in The Nest when the inviting member leaves. Members are responsible for ensuring their guests follow all rules and policies, and can face suspension or termination of membership if their guests violate those rules. -3-

6 MOBILE PHONES To promote business and innovation the relaxed atmosphere within the BootUP Wings Nest, members may take or make phone calls while in the BootUP Wings Nest. We request that you are respectful of other members when taking and making calls at the BootUP Wings Nest. AUDIO/VIDEO SOUND Movies, videos, songs, internet calls and presentations must only be played through headphones and should not be audible to any other member or guest present. PRESS/SOCIAL MEDIA The BootUP Wings Nest has a strict no press policy. Members will be held accountable if they or their guests disclose or identify any other members or guests who are in the BootUP Wings Nest in any press or social media including Facebook, Twitter and on personal blogs. ILLEGAL SUBSTANCES No member or guest of a member shall use, ingest, possess or distribute illegal drugs while on the premises. If any of the uses above prove true, the membership in question will be terminated. FOOD & BEVERAGES Please refrain from bringing in any outside food or beverages, unless medically necessary. LEAVING THE PREMISES All members and their guests are asked to respect our nearby residents by being quiet when leaving the premises or while in the surrounding area. ANIMALS No animals will be allowed in The Nestexcept for assistance dogs. SMOKING POLICY All members and their guests are obligated to abide by BootUP s smoking policy then in effect and to all applicable no-smoking governmental laws, rules and regulations. No smoking is allowed inside The Nestor BootUP premises at any time. The Proprietor reserves the right to prohibit or limit smoking in any area of the premises at any time at its sole and absolute discretion. BootUP reserves the right to designate certain designated outside areas of the premises as smoking areas and to change the location of such designated areas at any time. Notwithstanding, all members and their guest are requested to respect the wishes of other members and their guests with respect to smoking and to refrain from smoking when requested to do so by another member. -4-

7 Annexure C Wings UP Entertainment, LLC 68 Willow Road Menlo Park CA, Credit Card Payment Authorization Form for Office Payments The Credit Card Will Be Used As a BackUp Sign and complete this form to authorize Wings Up Entertainment to debit your credit card for the listed information below. By signing this form you give us permission to debit your account for the amount indicated on or after the indicated date. This is permission for charges related to rent/office transactions only, and does not provide authorization for any additional unrelated debits or credits to your account. Please complete the information below: I authorize Wings UP Entertainment, LLC to charge my credit card (full name) account indicated below for on or after. This payment is for (amount) (date). (description of goods/services) Billing Address City, State, Zip Phone# Credit Card Type: Visa / MasterCard / AMEX / Discover Cardholder Name Account Number Expiration Date CVV Credit Card Processing Fee AMEX 3.75% and Visa /Master Card / Discover 2.5% SIGNATURE DATE I authorize the above named business to charge the credit card indicated in this authorization form according to the terms outlined above. This payment authorization is for the goods/services described above, for the amount indicated above only, and is valid for one time use only. I certify that I am an authorized user of this credit card and that I will not dispute the payment with my credit card company; so long as the transaction corresponds to the terms indicated in this form. -1-